Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any a. Where the Indemnified Party in writing with respect is entitled to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against from the Indemnifying Party under this pursuant to Article IV14.1.1(a) or 14.1.2(a), then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof of such claim referred to in writing Article 14.1.1(a) or 14.1.2(a) in respect of which it is entitled to be indemnified. Such notice shall be given as soon as reasonably practicable after the Indemnified Party becomes aware of such claim. The Indemnifying Party shall be liable to settle the indemnification claim within thirty (30) days of receipt of notice of such claim and (the above notice. Provided however that, if: i) the Parties choose to refer the dispute in accordance with Article 16.3.2; and ii) transmit the claim amount is not required to be paid/ deposited to such third party pending the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature resolution of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party ClaimDispute, the Indemnifying Party shall have become liable to pay the right claim amount to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party or to the third party, as the case may be, promptly following the resolution of the Dispute, if such Dispute is not settled in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent favour of the Indemnified Party. (cb. The Indemnified Party may contest the claim by referring to the Appropriate Commission for which it is entitled to be Indemnified under Article 14.1.1(a) If requested by or 14.1.2(a) and the Indemnifying Party, Party shall reimburse to the Indemnified Party shallall reasonable costs and expenses incurred by the Indemnified party. However, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The such Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement settle or compromise shall be permitted hereunder only with such claim without first getting the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. An Indemnifying Party may, at its own expense, assume control of the defence of any proceedings brought against the Indemnified Party if it acknowledges its obligation to indemnify such Indemnified Party, gives such Indemnified Party prompt notice of its intention to assume control of the defence, and employs an independent legal counsel at its own cost that is reasonably satisfactory to the Indemnified Party.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the The Indemnifying Party under this Article IVSection 5.6 shall have the right, then but not the obligation, exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) [***] days of receipt of notice the Third Party Claim Notice, to assume the conduct and control, at the expense of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail and through counsel of its choosing that is reasonably acceptable to the nature Indemnified Party, of the any Third Party Claim; provided, a copy of all papers served with respect to such claim (if any), and the basis of that the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume participate in, but not control, the defense of any such Third Party Claim bythrough counsel chosen by the Indemnified Party, whose fees and expenses shall be borne by the Indemnified Party; and provided further that if and to the extent the Indemnifying Party cannot defend such Third Party Claim on behalf of the Indemnifying Party as a result of a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, then the Indemnifying Party [***]. If the Indemnifying Party fails to provide written notice within (30) [***] days of receipt of the Claim Notice, notifying the Indemnified a Third Party in writing Notice that the Indemnifying Party elects it has elected to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, then the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not entitled to assume the defense or fails to make of such an election within the 30 days of the Third Party Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not compromise or settle any Third Party Claim except as provided in Section 5.6(d)(ii). For the avoidance of doubt, if the Indemnifying Party elects not to control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (ii) The Indemnifying Party may compromise or settle a Third Party Claim; provided, thatthat the Indemnifying Party shall give the Indemnified Party advance written notice of any proposed compromise or settlement and shall not, any such settlement or compromise shall be permitted hereunder only with without the prior written consent of the Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed), consent to or enter into any compromise or settlement that commits the Indemnified Party to take, or to forbear to take, any action or does not provide for a full and complete written release by the applicable third party of the Indemnified Party. No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). No Indemnifying Party may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). (iii) The Parties shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (ii) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of receipt of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 10.1 (an “Indemnified Party”) receives notice of the assertion by any third party shall notify of any Indemnified Party in writing claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to any matter involving a claim by such third which another party hereto (a an “Third Party ClaimIndemnifying Party”) which such Indemnified Party believes would give rise is or may be obligated to a claim for indemnification against the Indemnifying Party under this Article IVprovide indemnification, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of after receipt of the Claim NoticeNotice to undertake, notifying conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which connection therewith; provided, that (A) the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, permit the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any to participate in such settlement or compromise shall be permitted hereunder only with defense through counsel chosen by the written Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld), provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or delayedsettle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. The Indemnifying Party (a) If any third party shall notify any through the Stockholder’s Representative in the event the Indemnified Party in writing with respect is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the defense of any matter involving a claim Claims based on claims asserted by such third party parties (a “Third Party ClaimClaims”) which such Indemnified Party believes would give rise to a claim for indemnification against ), through counsel chosen by the Indemnifying Party under this Article IV(or in the case of the Company Indemnified Parties, then to the Stockholder’s Representative), if it gives written notice of its intention to do so to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing Parties within thirty (30) days of the receipt of notice the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of the Contributor, any Contributor Subsidiary, or any JV Entity, or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Contribution Agreement to the contrary, the Company (or a Subsidiary of the Company) shall have the right to control any such claim and (ii) transmit to Third Party Claim. Without limiting the foregoing, in the event that the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail exercises the nature of the Third Party Claim, a copy of all papers served with respect right to undertake any such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to defense against a Third Party Claim, the Indemnifying Indemnified Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party (unless prohibited by Law), at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in contesting any the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim which may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party elects to contest, including (or in the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days case of the Claim NoticeCompany Indemnified Parties, the Indemnified Party mayStockholder’s Representative), at its optionon the other hand, defend, settle, compromise or pay such action or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written other’s consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to such claim is released from all liability with respect to such claim; provided that the Stockholder’s Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. The Indemnifying Party (a) If any third party shall notify any through the Equity Holders’ Representative in the event the Indemnified Party in writing with respect is a Company Indemnified Party) shall be entitled, at its own expense, to assume and control the defense of any matter involving a claim Claims based on claims asserted by such third party parties (a “Third Party ClaimClaims”) which such Indemnified Party believes would give rise to a claim for indemnification against ), through counsel chosen by the Indemnifying Party under this Article IV(or in the case of the Company Indemnified Parties, then by the Equity Holders’ Representative), if it gives written notice of its intention to do so to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing Parties within thirty (30) days of the receipt of notice the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their expense provided, further, that if any such Third Party Claim relates to Taxes of the Contributor, any Contributor Subsidiary or any JV Entity or seeks non-monetary damages or asserts damages in excess of the Indemnity Holdback Amount against a Company Indemnified Party, then, notwithstanding anything in this Agreement to the contrary, the Company (or a Subsidiary of the Company) shall have the right to control any such claim and (ii) transmit to Third Party Claim. Without limiting the foregoing, in the event that the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail exercises the nature of the Third Party Claim, a copy of all papers served with respect right to undertake any such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to defense against a Third Party Claim, the Indemnifying Indemnified Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party in such defense and its counsel make available to the Indemnifying Party (unless prohibited by Law), at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in contesting any the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. No compromise or settlement of such Third Party Claim which may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Party elects to contest, including (or in the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days case of the Claim NoticeCompany Indemnified Parties, the Indemnified Party mayEquity Holders’ Representative), at its optionon the other hand, defend, settle, compromise or pay such action or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written other’s consent of the Indemnifying Party, (which consent shall not be unreasonably withheld or delayed) unless (a) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party and (b) each Indemnified Party that is party to such claim is released from all liability with respect to such claim; provided that the Equity Holders’ Representative shall be deemed to have consented to any proposed compromise or settlement to which it has not objected to by written notice within 30 days after notice of such proposed compromise or settlement was provided by a Company Indemnified Party.

Third Party Claims. (a) 7.7.1 If any third party shall notify any Indemnified Party in writing with respect to any matter involving the Development or commercialization of a claim Licensed Product is alleged by such third party (a “Third Party Claimto infringe a Third Party Patent Right or misappropriate Third Party Know-How, the Party that becomes aware of such allegation shall promptly notify the other Party and shall provide such other Party with a reasonably detailed description of such claim. If a Third Party sues a Party (the “Sued Party”) which alleging that the Development or commercialization of a Licensed Product by or on behalf of the Sued Party infringes such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVThird Party’s Patent Right(s) or misappropriates such Third Party’s Know-How, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Sued Party shall have the sole right (but not the obligation) to assume defend such suit. At the defense of any Third Sued Party’s request and cost, the other Party Claim by, within (30) days of receipt of shall reasonably assist the Claim Notice, notifying the Indemnified Sued Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claimsuit and shall join such suit if deemed a necessary party. If the other Party does not join such Third Party suit, and upon delivery then the Sued Party shall report the status of such notice by Third Party suit to the Indemnifying other Party on a quarterly basis prior to and during the pendency of such Third Party suit. If Alzheon is the Sued Party, then Alzheon shall not settle such Third Party suit in any way that would [ * ] without the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying PartyLicensor, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partyas applicable, which consent shall not be unreasonably withheld or delayed. If the Licensor is the Sued Party, then the Licensor shall not settle such Third Party suit in any way that would [ * ] without the prior written consent of Alzheon, which consent shall not be unreasonably withheld or delayed. Subject to the Parties’ respective indemnification obligations under Article 10, all litigation expenses associated with a Third Party suit (including settlement costs, royalties paid in settlement of such suit and the payment of damages to the Third Party) shall be [ * ]. In the event that a Sued Party desires to settle a Third Party suit but such settlement would [ * ], then such other Party shall be, notwithstanding the foregoing, [ * ]. For avoidance of doubt, such other Party shall be required to [ * ]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If Each indemnified party shall, with reasonable promptness after obtaining knowledge thereof, provide any third indemnifying party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to against whom a claim for indemnification against the Indemnifying Party is to be made under this Article IV9 with written notice of all third party actions, then suits, proceedings, claims, demands or assessments that may be subject to the Indemnified indemnification provisions of this Article 9 (collectively, "Third Party Claims"), including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall promptly (i) have 15 days after its receipt of the claim notice to notify the Indemnifying Party thereof indemnified party in writing whether the indemnifying party agrees that the claim is subject to this Article 9 and, if so, whether the indemnifying party elects, jointly with any other indemnifying party notified under Section 9.04-1(a), to undertake, conduct and control, through counsel of its or their choosing (subject to the consent of the indemnified party, such consent not to be withheld unreasonably) and at its or their sole risk and expense, the good faith settlement or defense of the Third Party Claim. (c) If within thirty (30) 15 days of after its receipt of the claim notice of such claim and (ii) transmit an indemnifying party notifies the indemnified party that it elects to undertake the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature good faith settlement or defense of the Third Party Claim, a copy of the indemnified party shall cooperate reasonably with the indemnifying party in connection therewith including, without limitation, by making available to the indemnifying party all papers served with respect relevant information material to such claim (if any), and the basis defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim. The indemnified party shall be entitled to participate in the settlement or defense of the Third Party Claim through counsel chosen by the indemnified party, at its expense, and to approve any proposed settlement that would impose any obligation or duty on the indemnified party, which approval may, in the sole discretion of the indemnified party, be withheld. So long as an indemnifying party is contesting the Third Party Claim in good faith and with reasonable diligence, the Indemnifying indemnified party shall not pay or settle the Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to assume the defense of pay or settle any Third Party Claim byat any time, within provided that in such event it waives any right to indemnification therefor by the indemnifying party. (30d) days of receipt If an indemnifying party does not provide notice that it elects to undertake the good faith settlement or defense of the Third Party Claim, or if an indemnifying party fails to contest the Third Party Claim Noticeor undertake or approve settlement, notifying in good faith and with reasonable diligence, the Indemnified indemnified party shall thereafter have the right to contest, settle or compromise the Third Party Claim in writing good faith at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive any claim, defense or argument that the Indemnifying Party elects to assume the indemnified party's settlement or defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, Claim is in any such settlement respect inadequate or compromise shall be permitted hereunder only with the written consent of the Indemnified Partyunreasonable. (ce) If requested by the Indemnifying PartyA party's failure to give timely notice will not constitute a defense, the Indemnified Party shallin part or in whole, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claimclaim for indemnification by such party, other than any privileged communications between the Indemnifying Party and its counselexcept if, and shall be entitled, at its sole cost and expense, only to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, extent that, such failure results in any such settlement or compromise shall be permitted hereunder only with material prejudice to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedindemnifying party.

Third Party Claims. (a) If any third party shall notify any Indemnified The obligations and liabilities of an Indemnifying Party in writing with respect to any matter involving a claim Losses resulting from the assertion of liability by such third party parties (each, a “Third Party Claim”) which such Indemnified Party believes would give rise shall be subject to a claim for indemnification against the Indemnifying Party under this Article IV, then the following terms and conditions: (a) The Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of give written notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“of any Third Party Claim Notice”) describing in reasonable detail that might give rise to any Loss by the Indemnified Party, stating the nature and basis of the such Third Party Claim, a copy and the amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. Such notice shall be accompanied by copies of all papers served relevant documentation with respect to such claim (if any)Third Party Claim, and the basis of the Indemnified Party’s request for indemnification under this Agreementincluding any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. (b) Upon From and after receipt of a Claim Notice with respect to notice of a Third Party ClaimClaim pursuant to Section 11.03(a), the Indemnifying Party shall have the right to assume and conduct, at its own expense, the defense against the Third Party Claim in its own name or in the name of the Indemnified Party with counsel reasonably acceptable to the Indemnified Party if the Indemnifying Party has, based on the facts and circumstances available at the time, unconditionally acknowledged in writing its obligation to indemnify the Indemnified Party in respect of such Third Party Claim in accordance with and subject to the terms of this Agreement and without prejudice to the amount of any Loss. Any Indemnified Party shall have the right to employ separate counsel in any such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Loss incurred by the Indemnified Party and shall not be payable by the Indemnifying Party; provided, however, that if the representation of any such Indemnified Party by the same counsel as the Indemnifying Party would be inappropriate under applicable standards of profession conduct, the Indemnified Party shall be entitled to appoint one separate counsel for such claims and defenses, at the reasonable cost and expense of the Indemnifying Party. The party or parties conducting the defense of any Third Party Claim byshall keep the other parties apprised of all significant developments with respect thereto and shall not enter into any settlement, within (30) days of receipt compromise or consent to judgment with respect to such Third Party Claim without the prior consent of the Claim Noticeother parties thereto, notifying the Indemnified Party in writing such consent not to be unreasonably withheld; provided, however, that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with entitled to settle, compromise or consent to a judgment without the written consent of the Indemnified PartyParty with respect to a Third Party Claim that only imposes monetary obligations that are paid by the Indemnifying Party and contains a release of the Indemnified Party from all liability thereunder. The Indemnified Party shall make available all information and assistance for the defense of the Third Party Claim as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. (c) If requested Notwithstanding the foregoing, if a Buyer determines in good faith that an adverse determination with respect to a Third Party Claim would reasonably be expected to be materially detrimental to the future business prospects or operations of the Operating Entities, taken as a whole, or Platform Entities, taken as a whole, such Buyer may, by notice to the Indemnifying Party, assume the Indemnified exclusive right to defend, compromise or settle such Third Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with Claim; provided that the Indemnifying Party and its counsel in contesting will not be bound by any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense compromise or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)effected without its consent. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages) or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.02(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages) or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.02(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 6.4 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party shall have been prejudiced by such failure. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 6.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If Each indemnified party shall, with reasonable promptness after obtaining knowledge thereof, provide any third indemnifying party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to against whom a claim for indemnification against the Indemnifying Party is to be made under this Article IV9 with written notice of all third party actions, then suits, proceedings, claims, demands or assessments that may be subject to the Indemnified indemnification provisions of this Article 9 (collectively, "Third Party Claims"), including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall promptly (i) have 15 days after its receipt of the claim notice to notify the Indemnifying Party thereof indemnified party in writing whether the indemnifying party agrees that the claim is subject to this Article 9 and, if so, whether the indemnifying party elects, jointly with any other indemnifying party notified under Section 9.04-1(a), to undertake, conduct and control, through counsel of its or their choosing (subject to the consent of the indemnified party, such consent not to be withheld unreasonably) and at its or their sole risk and expense, the good faith settlement or defense of the Third Party Claim. (c) If within thirty (30) 15 days of after its receipt of the claim notice of such claim and (ii) transmit an indemnifying party notifies the indemnified party that it elects to undertake the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature good faith settlement or defense of the Third Party Claim, a copy of the indemnified party shall cooperate reasonably with the indemnifying party in connection therewith including, without limitation, by making available to the indemnifying party all papers served with respect relevant information material to such claim (if any), and the basis defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim. The indemnified party shall be entitled to participate in the settlement or defense of the Third Party Claim through counsel chosen by the indemnified party, at its expense, and to approve any proposed settlement that would impose any obligation or duty on the indemnified party, which approval may, in the sole discretion of the indemnified party, be withheld. So long as an indemnifying party is contesting the Third Party Claim in good faith and with reasonable diligence, the Indemnifying indemnified party shall not pay or settle the Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to assume the defense of pay or settle any Third Party Claim byat any time, within provided that in such event it waives any right to indemnification therefor by the indemnifying party. (30d) days of receipt If an indemnifying party does not provide notice that it elects to undertake the good faith settlement or defense of the Third Party Claim, or if an indemnifying party fails to contest the Third Party Claim Noticeor undertake or approve settlement, notifying in good faith and with reasonable diligence, the Indemnified indemnified party shall thereafter have the right to contest, settle or compromise the Third Party in writing Claim at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive any claim, defense or argument that the Indemnifying Party elects to assume the indemnified party's settlement or defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, Claim is in any such settlement respect inadequate or compromise shall be permitted hereunder only with the written consent of the Indemnified Partyunreasonable. (ce) If requested by the Indemnifying PartyA party's failure to give timely notice will not constitute a defense, the Indemnified Party shallin part or in whole, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claimclaim for indemnification by such party, other than any privileged communications between the Indemnifying Party and its counselexcept if, and shall be entitled, at its sole cost and expense, only to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, extent that, such failure results in any such settlement or compromise shall be permitted hereunder only with material prejudice to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedindemnifying party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect Subject to any matter involving Section 9.7(d), upon receiving a claim by such third party (a “Third Party Notice of Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against , the Indemnifying Party under this Article IV, then may participate in the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim investigation and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature defence of the Third Party Claim, a copy and may also elect to assume the investigation and defence of all papers served the Third Party Claim with respect counsel satisfactory to the Indemnified Party, acting reasonably; provided that the Indemnifying Party shall not have the right to assume such claim (if any)investigation and defense, and shall pay the basis fees and expenses of counsel retained by the Indemnified Party, if the Third Party Claim involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate in good faith in any such defense. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s request for indemnification under this Agreementright to control the defense thereof. (b) Upon receipt In order to assume the investigation and defence of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party must give the Indemnified Party written notice of its election within 20 days of the Indemnifying Party’s receipt of the Notice of Claim. (c) Subject to Section 9.7(d), if the Indemnifying Party assumes the investigation and defence of a Third Party Claim: (i) the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Party for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Party after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; (ii) the Indemnifying Party will reimburse the Indemnified Party for all reasonable costs and expenses incurred by the Indemnified Party in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and (iii) if the Indemnifying Party thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such defense and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. (d) Where the named parties to any Third Party Claim include the Indemnified Party as well as the Indemnifying Party and the Indemnified Party determines in good faith, based on advice from its legal counsel, that joint representation would be inappropriate due to the actual or potential differing interests between them or there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and the Indemnified Party notifies the Indemnifying Party in writing that it elects to retain separate counsel, the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense defence of such Third Party Claim, Claim on behalf of the Indemnified Party and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with liable to pay the written consent reasonable fees and expenses of counsel of the Indemnified Party. (ce) If requested any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to incur losses or make a payment to any person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may incur such Losses or make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under such Third Party Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after the sole cost and expense receipt of the difference from the Third Party, pay the amount of such difference, together with any interest thereon paid by the Third Party to the Indemnified Party, to the Indemnifying Party. In addition, cooperate with the Indemnifying Party and its counsel in contesting shall post all security required by any court, regulatory body or other authority having jurisdiction, including without limitation, for purposes of enabling the Indemnifying Party to contest any Third Party Claim which Claim. (f) If the Indemnified Party undertakes the defence of the Third Party Claim, the Indemnifying Party elects to contest, including the making will not be bound by any compromise or settlement of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have effected without the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheld or delayed). (g) The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld or delayed, unless: (i) the terms of the compromise and settlement require only the payment of money for which the Indemnified Party is entitled to full indemnification under this Agreement and the Indemnifying Party agrees to timely pay such amount in full; and (ii) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Party may have against the Person making the Third Party Claim. (h) The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the an Indemnifying Party under this Article IVV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnification hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within 30 days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon the receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing within 30 days of receipt of such Claim Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the relevant proceeding, ; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to this Article V or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article V. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 5.3(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person third party asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.3(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or defense, fails to make such an election within the 30 days of receipt of the relevant Claim NoticeNotice or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third demand, claim, action or cause of action, suit, proceeding or investigation (collectively, the "Claim") is brought against an Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the "Indemnifying Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to Article "10.4" of this Agreement which notice shall contain a reasonably thorough description of the nature and amount of the Claim (the "Claim Notice"). The Indemnifying Party shall have the option to undertake, conduct and control the defense of such claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within twenty (20) days after receipt of the Claim Notice pursuant to Article "9.4" of this Agreement (such notice to control the defense is hereinafter referred to as the "Defense Notice"). The failure of the Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article "9" of this Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in writing with respect to any matter involving a claim defending the Claim shall be paid by such third party (a “Third Party Claim”) which such the Indemnifying Party. If, however, the Indemnified Party believes would give rise desires to a claim for indemnification against participate in any such defense or settlement, it may do so at its sole cost and expense (it being understood that the Indemnifying Party under shall be entitled to control the defense). The Indemnified Party shall not settle the Claim. If the Indemnifying Party does not elect to control the defense of the Claim, within the aforesaid twenty (20) day period by proper notice pursuant to Article "9.4" of this Article IVAgreement, then the Indemnified Party shall promptly be entitled to undertake, conduct and control the defense of the Claim (i) notify a failure by the Indemnifying Party thereof in writing to send the Defense Notice to the Indemnified Party within thirty the aforesaid twenty (3020) days day period by proper notice pursuant to Article "9.4" of receipt of notice of such claim and (ii) transmit this Agreement shall be deemed to be an election by the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail not to control the nature defense of the Third Claim); provided, however, that the Indemnifying Party Claimshall be entitled, a copy of all papers served with respect if it so desires, to participate therein (it being understood that in such claim (if any)circumstances, and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt Party shall be entitled to control the defense). Regardless of a Claim Notice with respect which party has undertaken to a Third Party Claimdefend any claim, the Indemnifying Party shall have may, without the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by , settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent of the Indemnified Party shall be a condition to any such settlement. Whether the Indemnifying PartyParty shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with shall give the Indemnifying Party and its counsel access, during normal business hours, to all relevant business records and other documents, and shall permit them to consult with its employees and counsel. (b) The amount of any Losses for which indemnification is available shall be computed without regard to the tax effect of any such loss or indemnification. (c) In the event of payment by an Indemnifying Party to the Indemnified Party as contemplated in contesting this Section 9, the Indemnifying Party shall be subrogated to and shall stand in the place of the Indemnified Party as to any Third events or circumstances in respect of which the Indemnified Party Claim may have any right or claim against any third party relating to such event giving rise to the claim for which the Indemnifying Party elects shall have made payment to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personIndemnified Party. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications cooperate with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, in any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, reasonable manner in prosecuting any such settlement subrogated right or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedclaim.

Third Party Claims. (a) If any third party shall notify entitled to be indemnified pursuant to Section 7.2 (an "Indemnified Party") receives notice of the assertion of any claim in respect of Damages, such Indemnified Party shall give the party who may become obligated to provide indemnification hereunder (the "Indemnifying Party") written notice describing such claim or fact in writing reasonable detail (the "Notice of Claim") promptly (and in any event within 10 Business Days after receiving any written notice from a third party). The failure by the Indemnified Party to timely provide a Notice of Claim to the Indemnifying Party shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party's failure to provide timely notice hereunder. (b) In the event any Indemnifying Party notifies the Indemnified Party within ten (10) Business Days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof: (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has a conflict of interest); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to any the matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against without the written consent of the Indemnifying Party under this Article IVwhich consent shall not be unreasonably withheld; and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, and, in a settlement or compromise which does not involve only the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party which consent shall not be unreasonably withheld. (c) In the event the Indemnifying Party does not notify the Indemnified Party within ten (10) Business Days after the Indemnified Party has received a Notice of Claim that the Indemnifying Party is assuming the defense thereof, then the Indemnified Party shall promptly (i) notify have the right, subject to the provisions of this Article, to undertake the defense, compromise or settlement of such Claim for the account of the Indemnifying Party. Unless and until the Indemnifying Party thereof in writing within thirty (30) days assumes the defense of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party any Claim, the Indemnifying Party shall have advance to the right to assume Indemnified Party any of its reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the such action or proceeding. Each Indemnified Party shall agree in writing that prior to any such advance that, in the event it receives any such advance, such Indemnified Party shall reimburse the Indemnifying Party elects for such fees, costs and expenses to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise extent that it shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects determined that it was not entitled to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)indemnification under this Article VI. (d) In the event of a Third Party Claim for which that the Indemnifying Party elects not to assume undertakes the defense or fails to make such an election within of any Claim, the 30 days of the Claim Notice, Indemnifying Party will keep the Indemnified Party mayadvised as to all material developments in connection with such Claim, at its optionincluding, defendbut not limited to, settle, compromise promptly furnishing the Indemnified Party with copies of all material documents filed or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedserved in connection therewith.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against 9.10.1 In the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of event a Claim Notice is delivered with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its expense, to assume participate in but not control the defense of any Third Party Claim bynegotiation, within (30) days of receipt settlement or defence of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party which control shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only rest at all times with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall will have the exclusive right to receive copies of all pleadingscontest, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise settle or pay such action or claim at the expense of the Indemnifying Partyamount claimed; provided, thathowever, any such settlement or compromise shall be permitted hereunder only that except with the written consent of the Indemnifying Party, no settlement with respect to such Third Party Claim will be determinative of whether the Indemnified Party is entitled to indemnification pursuant to this Article 9 or the amount of such indemnification, if any. 9.10.2 If any Third Party Claim is of a nature such that it is necessary in the reasonable view of the Indemnified Party acting in a manner consistent with reasonable commercial practices, in respect of (A) a Third Party Claim by a customer relating to products or services supplied by the Business or (B) a Third Party Claim relating to any contract which consent shall not be unreasonably withheld is necessary to the ongoing operations of the Business or delayedany material part thereof in order to avoid material damage to the relationship between the Indemnified Party and any of its major customers or to preserve the rights of the Indemnified Party under such an essential contract, to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related Actions, as the case may be, then the Indemnified Party may make such payment and the Shareholders shall, promptly after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.

Third Party Claims. In respect of any fact, matter, event or circumstance which comes to the notice of the Purchaser or any Target Company which could result in a claim against it (a Third Party Claim) and which, in turn, could result in a claim against any of the Management Warrantors, the Purchaser shall (and shall procure, where relevant, that the relevant Target Company shall): (a) If as soon as reasonably practicable (and in any third party event within 15 Business Days of becoming aware of it) give notice of the Third Party Claim to the Management Warrantors; (b) not (and ensure that each member of the Purchaser Group shall notify not) admit liability or make any Indemnified agreement, settlement or compromise in relation to the Third Party Claim without the prior written approval of the Management Warrantors (such approval not to be unreasonably withheld or delayed); (c) allow the Management Warrantors and their advisers and agents to investigate the Third Party Claim (including whether and to what extent any amount is payable in writing respect thereof); (d) consult in good faith with respect the Management Warrantors as to any matter involving a claim by such third party (a “ways in which the Third Party Claim”Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed; (e) which take such Indemnified Party believes would give rise action, at the written request of the Management Warrantors, as the Management Warrantors may reasonably require to a claim for indemnification against the Indemnifying Party under this Article IVavoid, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of dispute, resist, mitigate, settle, compromise, defend or appeal the Third Party Claim, a copy subject to the Purchaser being indemnified to its reasonable satisfaction by the Management Warrantors in respect of all papers served with respect to such claim reasonable out-of-pocket costs and expenses (if any), and including reasonable legal costs) which may thereby be incurred by the basis Purchaser or any member of the Indemnified Party’s request Purchaser Group (which, for indemnification under this Agreement.the avoidance of doubt, from Closing shall include the Target Companies); and (bf) Upon receipt of a Claim Notice with respect make available to a Third Party Claimthe Management Warrantors such information as they may reasonably require, provided that neither the Indemnifying Party shall have the right to assume the defense of Purchaser nor any Third Party Claim by, within (30) days of receipt other member of the Claim NoticePurchaser Group (which shall, notifying for the Indemnified Party avoidance of doubt, include from Closing the Target Companies) shall be required to take any action or refrain from taking any action which may (i) be prejudicial to the commercial interests and/or goodwill and/or reputation of the business of the Purchaser or any other member of the Purchaser Group, as reasonably determined in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice good faith by the Indemnifying PartyPurchaser, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement (ii) waive privilege or compromise shall be permitted hereunder only with the written consent of the Indemnified Party(iii) prejudice litigation against them. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If Each indemnified party shall, with reasonable promptness after obtaining knowledge thereof, provide any third indemnifying party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to against whom a claim for indemnification against the Indemnifying Party is to be made under this Article IV11 with written notice of all third party actions, then suits, proceedings, claims, demands or assessments that may be subject to the Indemnified indemnification provisions of this Article 11 (collectively, "Third Party Claims"), including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall promptly (i) have 15 days after its receipt of the claim notice to notify the Indemnifying Party thereof indemnified party in writing whether the indemnifying party agrees that the claim is subject to this Article 11 and, if so, whether the indemnifying party elects, jointly with any other indemnifying party notified under Section 11.04-1(a), to undertake, conduct and control, through counsel of its or their choosing (subject to the consent of the indemnified party, such consent not to be withheld unreasonably) and at its or their sole risk and expense, the good faith settlement or defense of the Third Party Claim. (c) If within thirty (30) 15 days of after its receipt of the claim notice of such claim and (ii) transmit an indemnifying party notifies the indemnified party that it elects to undertake the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature good faith settlement or defense of the Third Party Claim, a copy of the indemnified party shall cooperate reasonably with the indemnifying party in connection therewith including, without limitation, by making available to the indemnifying party all papers served with respect relevant information material to such claim (if any), and the basis defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim. The indemnified party shall be entitled to participate in the settlement or defense of the Third Party Claim through counsel chosen by the indemnified party, at its expense, and to approve any proposed settlement that would impose any obligation or duty on the indemnified party, which approval may, in the sole discretion of the indemnified party, be withheld. So long as an indemnifying party is contesting the Third Party Claim in good faith and with reasonable diligence, the Indemnifying indemnified party shall not pay or settle the Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to assume the defense of pay or settle any Third Party Claim byat any time, within provided that in such event it waives any right to indemnification therefor by the indemnifying party. (30d) days of receipt If an indemnifying party does not provide notice that it elects to undertake the good faith settlement or defense of the Third Party Claim, or if an indemnifying party fails to contest the Third Party Claim Noticeor undertake or approve settlement, notifying in good faith and with reasonable diligence, the Indemnified indemnified party shall thereafter have the right to contest, settle or compromise the Third Party in writing Claim at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive any claim, defense or argument that the Indemnifying Party elects to assume the indemnified party's settlement or defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, Claim is in any such settlement respect inadequate or compromise shall be permitted hereunder only with the written consent of the Indemnified Partyunreasonable. (ce) If requested by the Indemnifying PartyA party's failure to give timely notice will not constitute a defense, the Indemnified Party shallin part or in whole, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claimclaim for indemnification by such party, other than any privileged communications between the Indemnifying Party and its counselexcept if, and shall be entitled, at its sole cost and expense, only to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, extent that, such failure results in any such settlement or compromise shall be permitted hereunder only with material prejudice to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedindemnifying party.

Third Party Claims. (a) If any All claims for indemnification made under this Agreement resulting from, related to or arising out of a third party shall notify any claim against an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article V (an “Indemnified Party”) shall give prompt written notification to the Indemnifying Party (a “Third Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification may be sought or, if earlier, upon becoming aware of the assertion of any such Indemnified Party believes would give rise to claim by a third party. For purposes of this Agreement, “Indemnifying Party” means (i) in the case of a claim for indemnification against by the Buyer, the Seller and (ii) in the case of a claim for indemnification by the Seller, the Buyer. Such Third Party Claim Notice shall include a description in reasonable detail (to the extent then known by the Indemnified Party) of (A) the facts constituting the basis for such third party claim and (B) the amount of the Damages claimed (the “Third Party Claim Amount”). No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party under this Article IVshall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent the Indemnifying Party is actually prejudiced thereby. Within thirty (30) Business Days after delivery of such Third Party Claim Notice, then the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party of any such Third Party Claim seeking (i) solely monetary damages or (ii) injunctive relief that would be reasonably expected to be immaterial to the operations or business of the Indemnified Party and monetary damages. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall promptly (i) notify control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice assumes control of such claim defense and (ii) transmit to the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail and the nature of the Third Indemnified Party Claim, a copy of all papers served have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for the Indemnified Party. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim (if any), and the basis defense thereof and shall consider recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that (x) does not include a complete release of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice Party from all liability with respect to a Third Party Claimthereto, the Indemnifying Party shall have the right to assume the defense of (y) includes any Third Party Claim admission by, within (30) days of receipt of the Claim Noticeor finding adverse to, notifying the Indemnified Party in writing that or (z) imposes any liability or obligation on the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Indemnified Party, in each case, without the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving claim is made by a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes against the Company or its Subsidiaries, the Seller or the Buyer that, if sustained, would give rise to a indemnification under Sections 6.1 or 6.2 of this Agreement, the Seller or the Buyer, as the case may be (the “Indemnified Party”), will promptly notify the other party (the “Indemnifying Party”) in writing of the claim for indemnification against (but, where the Indemnifying Party under this Article IV, then Buyer is the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party ClaimParty, a copy of all papers served only with respect to claims made against the Buyer or made against the Company or any of its Subsidiaries after the Second Stage Closing) and will afford the Indemnifying Party, or its designee, the opportunity to defend or to settle the claim at the Indemnifying Party’s sole expense (but, where the Buyer is the Indemnified Party, only with respect to claims made against the Buyer). The Indemnifying Party will have the right to defend or, subject to clause (b) below, settle, at its own expense and with counsel of its choice, any such claim (if any), and matter involving the basis asserted liability of the Indemnified Party’s request for indemnification under this Agreement, if the Indemnifying Party promptly gives written notice of its intention to do so to the Indemnified Party. (b) Upon receipt of a Claim Notice with respect In the event that the Indemnifying Party exercises the right to a undertake any such defense against any Third Party Claimclaim as provided above, the Indemnified Party may participate in such defense at its own expense. The Indemnified Party will cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Similarly, in the event that the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying will cooperate with the Indemnified Party in writing that such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably requested by the Indemnified Party. No such Third Party claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party unless such settlement provides for a full and unconditional release of the Indemnified Party. If the Indemnifying Party elects to assume direct the defense of any such Third Party claim, the Indemnified Party will not pay, or permit to be paid, any part of such Third Party claim unless the Indemnifying Party consents in writing to such payment, or unless the Indemnifying Party withdraws from the defense of such Third Party Claimclaim or unless a final judgment, and upon delivery of such notice from which no appeal may be taken by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense on behalf of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim is entered against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay for such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedThird Party claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party in so notifying the Company shall relieve the Company of any obligation under Section 4.1 with respect thereto unless (and then solely to the extent) the Company is prejudiced thereby. (b) Upon Subject to Section 4.4(d) below, upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the proceedingIndemnified Party, providedby all appropriate proceedings, that, any such settlement or compromise which proceedings shall be permitted hereunder only prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b4.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of counsel retained by the Indemnified Party in connection with such defense. (d) In If (i) the event Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 4.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Indemnifying Party elects hereunder which does not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeinvolve a Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at shall promptly transmit to the expense Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 4.4(e) shall relieve the Indemnifying Party; providedParty of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), that, any such settlement or compromise the Indemnifying Party shall be permitted hereunder only deemed to have accepted and agreed with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim for indemnity arises in connection with a claim made by such a third party (a “"Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any"), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at any time after receipt of an Indemnification Notice, with respect to such Third Party Claim to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall cooperate in such defense as reasonably necessary, to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall be entitled to settle any such Third Party Claim by, within (30) days of receipt of without the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate in connection with the Indemnifying Party and its counsel in contesting any such Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personClaim. The Indemnified Party shall have the right be entitled to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and retain its counsel, and shall be entitled, own counsel at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of own expense in connection with any Third Party Claim assumed by that the Indemnifying Party pursuant has elected to Section 4.2(b). (d) In the event of a Third Party Claim for which defend. If the Indemnifying Party elects not to assume conduct the defense or fails to make such an election within the 30 days of the Claim Noticea Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay may defend and/or settle such action or claim at the expense of the Indemnifying PartyThird Party Claim; provided, thathowever, any such settlement or compromise shall be permitted hereunder only with the written consent of that the Indemnifying PartyParty shall not be liable for any costs, damages, or expenses arising out of any settlement effected without its prior written consent, which consent shall not be unreasonably withheld withheld. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of a Third Party Claim. The Indemnified Party further agrees to take any and all reasonable steps, including (without limitation) those steps reasonably requested by the Indemnifying Party, to mitigate any losses, damages, or delayedexpenses with respect to any Third Party Claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party was not entitled to indemnification for a Third Party Claim, and the Indemnifying Party has nonetheless assumed the defense of such asserted liability, then the Indemnified Party shall, at such time as it is ultimately determined that the Indemnified Party was not entitled to indemnification, reimburse the Indemnifying Party for the reasonable costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party in connection with such assumption.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 4.1 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 4.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnified Party shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of the Third Party Claim and, in such event, the Indemnifying Party shall reimburse the Indemnified Party’s reasonable out- of-pocket expenses as a result of such participation or assumption. If the Indemnified Party elects to assume such control, the Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and the representation of both the Indemnifying Part and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences), in which case the Indemnifying Party shall pay the reasonable fees and disbursements of one such counsel. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the defense Third Party Claim within a reasonable time, the Indemnified Party shall then be entitled to assume such control, in which case the Indemnifying Party shall pay the reasonable fees and disbursements of one such counsel, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim by, within (30) days is of receipt of the Claim Notice, notifying a nature such that the Indemnified Party in writing that is required by applicable laws or the Order of any Governmental Authority having jurisdiction to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, the Indemnified Party may make such payment and the Indemnifying Party elects to assume shall, forthwith after demand by the defense Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of such any liability of the Indemnified Party under the Third Party ClaimClaim in respect of which such payment was made, and upon delivery of such notice as finally determined, is less than the amount which was paid by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of such difference to the Indemnifying Party. If such a payment, cooperate with by resulting in settlement of the Indemnifying Party and its counsel in contesting any Third Party Claim which Claim, precludes a final determination of the Indemnifying Party elects to contest, including the making merits of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The and the Indemnified Party shall have and the right Indemnifying Party are unable to receive copies agree whether such payment was reasonable in the circumstances having regard to the amount and merits of all pleadings, notices and communications with respect to any the Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and such dispute shall be entitled, at its sole cost and expense, referred to retain separate co-counsel and participate in, but not control, any defense or settlement a court of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)competent jurisdiction. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any the Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such the Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (claim, if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 5.5 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article V. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 5.3(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.3(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or defense, fails to make such an election within the 30 thirty (30) days of the Claim NoticeNotice or otherwise fails to continue the defense of the Indemnified Party reasonably and in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any In the event that an Indemnified Party becomes aware of a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then that the Indemnified Party reasonably believes may result in indemnification pursuant to this Article VIII, Parent shall promptly (i) notify the Indemnifying Securityholders’ Representative of such claim; provided, however, no delay or failure on the part of an Indemnified Party thereof in writing within thirty (30) days of receipt of delivering a notice of such claim and (ii) transmit a Third Party Claim shall relieve the Company Securityholders from any indemnification liability hereunder except to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail extent such failure materially prejudices the nature defense of the such Third Party Claim, . If the contents and delivery of a copy notice of all papers served with respect to such claim (if any), a Third Party Claim Notice satisfy the content and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt delivery requirements of a Claim Notice Certificate pursuant to Section 8.7, then such notice shall also be deemed to be a Claim Certificate. The Indemnified Party shall, at its election, undertake and conduct the defense of such Third Party Claim with respect counsel of its own choosing (and reasonably acceptable to a the Securityholders’ Representative); provided, however, that the Securityholders’ Representative will be entitled to employ separate counsel and participate, at its expense (on behalf of the Company Securityholders), but not control, the defense of such Third Party Claim; provided, further, that except with the prior written consent of the Securityholders’ Representative, no settlement of any such Third Party Claim with third party claimants may be effected by the Indemnified Party without the written consent of the Securityholders’ Representative, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Indemnifying Indemnified Party shall have the right to assume the defense of pay, settle or compromise any such Third Party Claim bywithout the Securityholders’ Representative’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by the Indemnified Party, within (30y) days does not impose an injunction or other equitable relief upon the Company Securityholders, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Company Securityholders of receipt a release (in form and substance reasonably satisfactory to the Securityholders’ Representative) from all liability in respect of the Claim Notice, notifying such Third Party Claim. (b) If the Indemnified Party in writing that the Indemnifying Party elects does not so elect to assume undertake and conduct the defense of such Third Party Claim, the Securityholders’ Representative may elect to undertake and upon delivery conduct the defense of such notice claim with counsel of its own choosing (and reasonably acceptable to the Indemnified Party); provided, however, that the Indemnified Party will be entitled to employ separate counsel and participate, at its expense, but not control, the defense of such Third Party Claim; provided, further, that except with the prior written consent of the Indemnified Party, no settlement of any such Third Party Claim with third party claimants may be effected by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with Securityholders’ Representative without the written consent of the Indemnified Party, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Securityholders’ Representative shall have the right to pay, settle or compromise any such Third Party Claim without the Indemnified Party’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by the Company Securityholders, (y) does not impose an injunction or other equitable relief upon the Indemnified Party, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release (in form and substance reasonably satisfactory to the Indemnified Party) from all liability in respect of such Third Party Claim. (c) If Parent and the Securityholders’ Representative shall render to each other such assistance as may be reasonably requested by the Indemnifying Party, other in order to ensure the Indemnified Party shall, at the sole cost proper and expense adequate defense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party including furnishing records, information and its counseltestimony and attending conferences, discovery proceedings, hearings, trials and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)appeals in connection therewith. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any the Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such the Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVI, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (claim, if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon Subject to Section 4.4(d) below, upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the proceedingIndemnified Party, providedby all appropriate proceedings, that, any such settlement or compromise which proceedings shall be permitted hereunder only prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b4.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of counsel retained by the Indemnified Party in connection with such defense. (d) In If (i) the event Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 4.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Indemnifying Party elects hereunder which does not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeinvolve a Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at shall promptly transmit to the expense Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 4.4(e) shall relieve the Indemnifying Party; providedParty of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, that, any such settlement or compromise the Indemnifying Party shall be permitted hereunder only deemed to have accepted and agreed with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of receipt of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably refused, withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of receipt of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)6.2(b) of this Agreement. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article ARTICLE IV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 6.4 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party in so notifying the Company shall relieve the Company of any obligation under Section 5.1 with respect thereto unless (and then solely to the extent) the Company is prejudiced thereby. (b) Upon Subject to Section 5.4(d) below, upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the proceedingIndemnified Party, providedby all appropriate proceedings, that, any such settlement or compromise which proceedings shall be permitted hereunder only prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of one counsel to the Indemnified Party in connection with such defense. (d) In If (i) the event Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 5.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 5.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 5.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Indemnifying Party elects hereunder which does not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeinvolve a Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at shall promptly transmit to the expense Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 5.4(e) shall relieve the Indemnifying Party; providedParty of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), that, any such settlement or compromise the Indemnifying Party shall be permitted hereunder only deemed to have accepted and agreed with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedsuch claim.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Third-Party Claim, the Indemnifying Party shall have the right right, at its expense, to assume control of the negotiation, settlement or defense of the Claim and, in the event that the Indemnifying Party assumes control of the defense, the Indemnifying Party shall not be liable to the Indemnified Party for any fees of any other counsel or other expenses in connection with the defense of any Third such Third-Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that Claim. If the Indemnifying Party elects to assume control of the negotiation, settlement or defense of such Third Party the Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Indemnified Party shall have the right to fully control monitor and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise defense of that Third-Party Claim and to retain counsel to act on its behalf, and the fees and disbursements of that counsel shall be permitted hereunder only paid by the Indemnified Party. If the Indemnifying Party, having elected to assume control of the negotiation, settlement or defense of the Claim, fails to defend the Third-Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume control of the negotiation, settlement or defense of the Claim. If any Third-Party Claim is of a nature that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to the written consent Third-Party Claim before the completion of settlement negotiations or related Legal Proceedings, the Indemnified Party may make that payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for that payment unless the Indemnified Party is not entitled to indemnification under this Agreement and subject to the limitations set forth in Section 7.13. If the amount of any liability of the Indemnified Party. (c) If requested Party under the Third-Party Claim in respect of which that payment was made, as described in the preceding sentence, is finally determined to be less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of the difference to the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (aA) If any third party shall notify any Indemnified Party in writing either Landlord or Tenant with respect to any matter involving a claim by such third party (a “"Third Party Claim”") which such Indemnified Party believes would may give rise to a claim for ----------------- indemnification against the Indemnifying Party Landlord under this Article IVXVII or a claim for indemnification against Tenant under (S)15.1, then the Indemnified Party party receiving notice shall promptly notify the other party in writing; provided, however, that no -------- ------- delay in notifying the other party shall relieve that party from any obligation hereunder unless (and then solely to the extent) such party is prejudiced. (B) Landlord agrees to defend Third Party Claims which arise solely out of Landlord's indemnity obligations under (S)17.1 and so long as Landlord is conducting the defense of the Third Party Claim in accordance with Section 17.1 above, (i) notify Tenant may retain separate co-counsel at its sole cost and expense and participate in the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature defense of the Third Party Claim, a copy (ii) Tenant will not consent to the entry of all papers served any judgment or enter into any settlement with respect to such claim (if any)the Third Party Claim without the prior written consent of Landlord, and (iii) Landlord will not consent to the basis entry of any judgment or enter into any settlement with respect to the Indemnified Party’s request for indemnification under this AgreementThird Party Claim without the prior written consent of Tenant (not to be withheld unreasonably). (bC) Upon receipt If Landlord does not defend against the Third Party Claim as required by (S)17.2(B), however, (i) Tenant may defend against, and consent to the entry of a Claim Notice any judgment or enter into any settlement with respect to a to, the Third Party ClaimClaim in any manner it reasonably may deem appropriate (provided that Landlord may participate in any such action, the Indemnifying Party at its own expense, and Landlord shall have the right to assume reject any settlement proposal by Tenant), (ii) Landlord will reimburse Tenant promptly and periodically for the defense costs of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim defending against the person asserting the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) Landlord will remain responsible for any Environmental Damages Tenant may suffer resulting from, arising out of, relating to, in the nature of, or any cross complaint against any person. The Indemnified Party shall have caused by the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim to the extent (and only to the extent) provided in this Article XVII. (D) Tenant agrees to defend Third Party Claims which arise out of Tenant's indemnity obligations under (S)15.1 and so long as Tenant is conducting the defense of the Third Party Claim in accordance with Section 15.1, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, (i) Landlord may retain separate co-counsel at its sole cost and expense, to retain separate co-counsel expense and participate inin the defense of the Third Party Claim, but (ii) Landlord will not control, any defense or settlement consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim assumed by without the Indemnifying prior written consent of Tenant (not to be withheld unreasonably), and (iii) Tenant will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party pursuant Claim without the prior written consent of Landlord (not to Section 4.2(bbe withheld unreasonably). (dE) In If Tenant does not defend against the event of a Third Party Claim for which as required by (S)17.2(D), however, (i) Landlord may defend against, and consent to the Indemnifying Party elects not to assume the defense entry of any judgment or fails to make such an election within the 30 days of the Claim Noticeenter into any settlement with respect to, the Indemnified Third Party mayClaim in any manner it reasonably may deem appropriate (provided that Tenant may participate in any such action, at its optionown expense), defend(ii) Tenant will reimburse Landlord promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), settleand (iii) Tenant will remain responsible for any Environmental Damages Landlord may suffer resulting from, compromise arising out of, relating to, in the nature of, or pay such action or claim at caused by the expense of Third Party Claim to the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedfullest extent provided in this Article XVII and in Section 15.1.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV6, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)6.2(b) of this Agreement. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to shall have any matter involving a claim by such third party (a “Third Party Claim”) which Claim asserted against such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVParty, then the Indemnified Party promptly shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written Claim Notice relating to such Third Party Claim. Prior to the expiration of the 45-day period following the Indemnifying Party's receipt of such notice (“Claim Notice”the "Election Period"), the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 9 with respect to such Third Party Claim. (b) describing in reasonable detail If an Indemnifying Party notifies an Indemnified Party within the nature Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article 9, the Indemnifying Party shall assume the defense of the Third Party Claim, a copy of all papers served with respect to such claim (if any)at its sole cost and expense, and shall prosecute such defense diligently to a final conclusion or settle such Third Party Claim at the basis discretion of the Indemnified Party’s request for indemnification under Indemnifying Party in accordance with this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Section 9.6(b). The Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense full control of such Third Party Claimdefense and proceedings, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, including any such compromise or settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) thereof. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel at the Indemnifying Party's expense in contesting any Third Party Claim which that the Indemnifying Party elects to contest, including including, without limitation, the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross cross-complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to this Section 4.2(b). (d9.6(b) In the event of a Third Party Claim for which the Indemnifying Party elects not and shall bear its own costs and expenses with respect to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedparticipation.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IV7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail detail, to the extent reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 7.8(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b7.8(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any third party shall notify any claim which the Indemnified Party believes may result in writing with respect to any matter involving a claim by such third party for indemnification hereunder (a “Third Party Claim”) which such ). Such notification shall be given within 20 days after receipt by the Indemnified Party believes would give rise of notice of such Third Party Claim, and shall describe in reasonable detail (to a claim the extent known by the Indemnified Party) the facts constituting the basis for indemnification against such Third Party Claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party under this Article IVshall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. Within 20 days after delivery of such notification, then the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Claim constitute Losses for which the Indemnified Party shall promptly be indemnified in full pursuant to this Article X and (iB) notify the ad damnum is less than or equal to the amount of Losses for which the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim is liable under this Article X and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature may not assume control of the defense of a Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of Claim involving criminal liability or in which equitable relief is sought against the Indemnified Party’s request for indemnification . If the Indemnifying Party does not, or is not permitted under this Agreement. (b) Upon receipt the terms hereof to, so assume control of a Claim Notice with respect to the defense of a Third Party Claim, the Indemnifying Indemnified Party shall have control such defense. The non-controlling party may participate in such defense at its own expense. The controlling party shall keep the right to assume non-controlling party advised of the defense status of any such Third Party Claim byand the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such Third Party Claim (including copies of any summons, within (30complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) days of receipt of and shall otherwise cooperate with and assist the Claim Notice, notifying the Indemnified Party controlling party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, . The fees and upon delivery expenses of counsel to the Indemnified Party with respect to a Third Party Claim shall be considered Losses for purposes of this Agreement if (i) the Indemnified Party controls the defense of such notice by Third Party Claim pursuant to the Indemnifying Party, terms of this Section 10.4 or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim. The Indemnifying Party shall have not agree to any settlement of, or the right to fully control and settle the proceeding, provided, thatentry of any judgment arising from, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnified Party. (c) If requested by , which shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnifying Party, consent of the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and its counsel in contesting any Third such settlement or judgment includes a complete release of the Indemnified Party Claim which from further liability and has no other adverse effect on the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personIndemnified Party. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect not agree to any Third Party Claimsettlement of, other than or the entry of any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not controljudgment arising from, any defense or settlement of any such Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed.

Third Party Claims. (a) If In the case of any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party Claim (a “Third Party Claim”) made by any third party (which shall not include affiliates or related parties to the Purchaser or the Vendor) after the Closing against either the Vendor or the Purchaser (such Indemnified party hereto against whom such Third Party believes would give rise Claim is made being referred to herein as the “Claiming Party”) with respect to which the Claiming Party seeks to make a claim for indemnification Claim against the Indemnifying other party to this Agreement (the “Responding Party”) as a result of the breach by the Responding Party under of any representation, warranty or certification made by such Responding Party in or pursuant to this Article IVAgreement or any Closing Document or the breach by such Responding Party of any Surviving Covenant made by such Responding Party, then or pursuant to any indemnity made by such Responding Party in this Agreement which survives Closing, the Indemnified Claiming Party shall promptly give Notice to the Responding Party of any such Third Party Claim forthwith after receiving notice thereof. If the Claiming Party fails to give such Notice to the Responding Party, such failure shall not preclude the Claiming Party from making such claim against the Responding Party, but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Third Party Claim or increased the amount of liability or the cost of the defence. (ib) notify The Responding Party shall have the Indemnifying right, by Notice to the Claiming Party thereof in writing within given not later than thirty (30) days of after receipt of notice the Notice referred to in Subsection 6.5(a), to assume the control of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature defence, compromise or settlement of the Third Party Claim, a copy so long as there is no conflict between the position of all papers served with respect to such claim (if any), the Claiming Party and the basis of the Indemnified Responding Party’s request for indemnification under this Agreement. (bc) Upon receipt the assumption of a Claim Notice with respect to a control of any Third Party ClaimClaim by the Responding Party as contemplated by Subsection 6.5(b), the Indemnifying Responding Party shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Claiming Party and, in connection therewith, the Claiming Party shall co-operate fully (but at the expense of the Responding Party) to make available to the Responding Party all pertinent information and witnesses under the Claiming Party’s control, make such assignment and take such other steps as in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the Responding Party to conduct such defence. The Claiming Party shall have the right to assume participate in the defense negotiation, settlement or defence of any Third Party Claim byat its own expense and no Third Party Claim shall be settled, within (30) days compromised or otherwise disposed of receipt without the prior written consent of the Claiming Party, such consent not to be unreasonably withheld or delayed. The parties acknowledge and agree that it shall not be unreasonable for the Claiming Party to withhold approval of a settlement or compromise of a Third Party Claim Notice, notifying if such settlement or compromise imposes any obligations or liabilities on the Indemnified Claiming Party in writing that or the Indemnifying Subject Assets unless such liabilities and obligations are assumed by the Responding Party. If the Responding Party elects to assume control of the defense Third Party Claim as contemplated by Subsection 6.5(b), the Claiming Party shall not pay, or permit to be paid, any part of the Third Party Claim unless the Responding Party consents in writing to such payment, such consent not to be unreasonably withheld or delayed, or unless the Responding Party, subject to the last sentence of Subsection 6.5(d), withdraws from the defence of such Third Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Responding Party is entered against the Claiming Party in respect of such Third Party Claim. (d) If the Responding Party fails to give Notice to the Claiming Party as contemplated by Subsection 6.5(b) or fails to defend or, and upon delivery of if after commencing or undertaking such notice by the Indemnifying Partydefence, fails to prosecute or withdraws from such defence, the Indemnifying Claiming Party shall have the right to fully control and settle undertake the proceeding, provided, that, any such defence or settlement or compromise shall be permitted hereunder only with thereof. If the written consent Claiming Party assumes the defence of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which and proposes to settle it prior to a final judgment thereon or to forego any appeal with respect thereto, then the Indemnifying Claiming Party elects to contestshall give the Responding Party prompt Notice thereof, including and the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Responding Party shall have the right to receive copies participate in the settlement or assume or reassume the defence of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (de) In This Section 6.5 shall survive the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedClosing.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right by notice to assume the defense of any Third Indemnified Party Claim by, within (30) not later than 30 days of after receipt of the Claim Noticenotice described in Section 11.4, notifying at its expense, to participate in or assume control of the Indemnified Party in writing that negotiation, settlement or defence of the Claim: (a) If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party’s reasonable out of pocket expenses (including reasonable legal fees) as a result of such participation or assumption as such expenses are incurred. If the Indemnifying Party elects to assume such control, the Indemnified Party shall continue to have the right to fully control and settle participate in the proceedingnegotiation, provided, that, any such settlement or compromise defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be permitted hereunder only with paid by the Indemnified Party unless (i) the Indemnifying Party consents to the retention of such counsel at its expense or (ii) the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and the representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defences) in which case the fees and disbursements of such counsel shall be paid by the Indemnifying Party; and (b) If the Indemnifying Party assumes the defence of any Third Party Claim, the Indemnified Party shall not settle such Third Party Claim unless the Indemnifying Party consents in writing (such consent not to be unreasonably withheld or delayed). If the Indemnifying Party assumes the defence of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party. ’s sole discretion), enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (cx) If requested involves a finding or admission of wrongdoing by the Indemnifying Party, the Indemnified Party shallor any of its Affiliates, at (y) does not include an unconditional written release by the sole cost and expense claimant or plaintiff of the Indemnifying Party, cooperate with the Indemnifying Indemnified Party and its counsel Affiliates from all liability in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making respect of any related counterclaim against the person asserting the such Third Party Claim or (z) imposes equitable remedies or any cross complaint against any person. The obligation on the Indemnified Party shall have or any of its Affiliates other than solely the right to receive copies payment of all pleadings, notices and communications with respect to money damages for which the Indemnified Party will be indemnified hereunder. If the Indemnified Party assumes the defence of any Third Party Claim, other than any privileged communications between the Indemnifying Indemnified Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any settle such Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld or delayed).

Third Party Claims. (a) If any third party shall notify any Indemnified Party a Transferor Indemnification Claim arises a result of or in writing connection with respect or in relation to any matter involving a claim by such a third party (a “Transferor Third Party Claim”): (a) which such the Transferor Indemnified Party believes would give rise to a claim for indemnification against Parties shall, within 10 (Ten) Business Days from the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of written notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Transferor Third Party Claim, a copy of all papers served with respect to such claim notify the Buyer in writing (if any“Transferor Third Party Claim Notice”), and the basis . The Transferor Third Party Claim Notice shall specify (i) details of the amount claimed by third party under the Transferor Third Party Claim (“Transferor Third Party Claim”); (ii) the events and circumstances giving rise to the Losses along with supporting documentation to enable the Buyer to assess the Loss; and (iii) specific provision of the Agreement pursuant to which the claim is being made, to the extent available with the Transferor Indemnified PartyParties. Provided, however, that any failure to provide a Transferor Third Party Claim Notice shall not affect the Buyer’s request for indemnification obligation to indemnify, defend and hold harmless the Transferor Indemnified Parties under this Agreement.Clause 11A (Buyer Indemnification) save and except to the extent such delay results in: (i) an increase in the amount of Loss suffered or incurred by the Transferor Indemnified Parties, in which case the Buyer shall not be liable for such increased Loss; or (ii) prejudices the right or ability of the Buyer to defend the Transferor Third Party Claim, in which case the Buyer shall not be liable for any increase in Loss on account of such right or ability being prejudiced; (b) Upon The Buyer, shall, within the earlier of (A): 20 (Twenty) Business Days of receipt of the Transferor Third Party Claim Notice; and (B) 2 (Two) Business Days prior to the expiry of the timeline for response specified in the Transferor Third Party Claim: (i) issue a notice in writing accepting the Transferor Third Party Claim Notice with respect (“Transferor Third Party Claim Notice Acceptance”), and notify the Transferor Indemnified Parties in writing, that it intends to assume the defence of the Transferor Third Party Claim (not being a Transferor Excluded Third Party Claim) described in the Transferor Third Party Claim Notice; or (ii) issue a Transferor Third Party Claim Notice Acceptance, and notify the Transferor Indemnified Parties in writing, that it does not intend to assume the defence of the Transferor Third Party Claim described in the Transferor Third Party Claim Notice; or (iii), issue a notice in writing rejecting the Transferor Third Party Claim Notice (“Transferor Third Party Claim Notice Rejection”). Provided that if the Buyer issues a Transferor Third Party Claim Notice Rejection, then the Buyer shall not be entitled to defend or take control of such Transferor Third Party Claim, unless the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested by Transferor is obtained. It is hereby clarified that the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense Buyer shall not be entitled to assume control or defence of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any a Transferor Third Party Claim which (x) is criminal in nature or threatens in writing the Indemnifying initiation of criminal Proceedings; and/or (y) seeks as a remedy or prayer, an injunction on the business or operations of the Transferor (each a “Transferor Excluded Third Party elects to contest, including the making of any related counterclaim against the person asserting the Claim”). Provided that in case a Transferor Excluded Third Party Claim or any cross complaint also seeks monetary recourse against any person. The Indemnified Party the Transferor, the Buyer shall have consult the right Transferor in relation to receive copies of all pleadings, notices and communications with respect to any such Transferor Excluded Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.;

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article IVVIII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail detail, to the extent reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent any Losses are increased by an amount in excess of US$50,000 by the failure of the Indemnified Party to promptly notify the Indemnifying Party. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under ‎Section 8.02(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b‎Section 8.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (aA) If any third party shall notify any Indemnified Party the claim or demand set forth in writing with respect to any matter involving the Notice of Claim is a claim or demand asserted by such a third party (a “"Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any"), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within fifteen (3015) days (or such shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt by the Indemnifying Party of the Notice of Claim Notice, notifying (the "Notice Date") to notify the Indemnified Party in writing that of the election by the Indemnifying Party elects to assume defend the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent Claim on behalf of the Indemnified Party. (cB) If requested by the Indemnifying Party elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with shall make available to the Indemnifying Party and its counsel agents and representatives all records and other materials in contesting its possession which are reasonably required in the defense of the Third Party Claim and subject to the limitations set forth in this Section 6, the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party or Indemnifying Party). (C) In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, which shall not be unreasonably withheld. (D) If the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the defend a Third Party Claim or any cross complaint against any person. The Claim, the Indemnified Party shall have the right to receive copies participate in the defense of all pleadings, notices and communications with respect to any the Third Party Claim, other than any privileged communications between at the Indemnified Party's expense (and without the right to indemnification for such expense under this Agreement); provided, however, that subject to the limitations set forth in this Section 6, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if (1) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (2) the parties to such proceeding include both the Indemnified Party and the Indemnifying Party and its counsel, and shall there may be entitled, at its sole cost and expense, legal defenses available to retain separate co-counsel and participate in, but not control, any defense the Indemnified Party which are different from or settlement of any Third Party Claim assumed additional to those available to the Indemnifying Party; (3) within 10 days after being advised by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeidentity of counsel to be retained to represent the Indemnified Party, the Indemnified Party mayshall have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), at its option, defend, settle, compromise and the Indemnifying Party shall not have retained different counsel reasonably satisfactory to the Indemnified Party; or pay such action or claim (4) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party; provided. (E) Subject to the limitations set forth in this Section 6, thatif the Indemnifying Party does elect to defend a Third Party Claim, or does not defend a Third Party Claim in good faith, the Indemnified Party shall have the right, in addition to any such settlement other right or compromise shall be permitted hereunder only with remedy it may have hereunder, at the written consent sole and exclusive expense of the Indemnifying Party, which consent to defend such Third Party Claim; provided, however, that such expenses shall not be unreasonably withheld or delayedpayable by the Indemnifying Party only if and when such Third Party Claim becomes payable. (F) To the extent that an Indemnified Party recovers on a Third Party Claim, the amount of such recovery (after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnifying Party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing the claim is for indemnification with respect to any matter involving a claim action, suit, proceeding or demand at any time instituted or asserted against, or made upon, the Claimant by such third party or on the behalf of any Person other than the Seller Entities or the Purchaser Entities (a “"Third Party Claim”) which "), the Claimant will give prompt written notice to the Indemnitor of the institution, assertion or making of the Third Party Claim and the nature thereof. Upon delivery of such Indemnified Party believes would give rise notice the claim specified therein shall be deemed to a claim have been made for indemnification against the Indemnifying Party under purposes of this Article IVAgreement. The Indemnitor shall, then the Indemnified Party shall promptly within ten (i) notify the Indemnifying Party thereof in writing within thirty (3010) days of after receipt of such notice, give written notice of such claim and (ii) transmit to the Indemnifying Claimant as to whether or not the Indemnitor accepts the responsibility to indemnify Claimant with respect to the Third Party a written notice (“Claim Notice”) describing in reasonable detail Claim. If the nature of Indemnitor accepts the responsibility to indemnify the Claimant with respect to the Third Party Claim, a copy of all papers served with respect the Claimant will then grant to such claim (if any)the Indemnitor authority, and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shallIndemnitor will proceed, at the its sole cost and expense of the Indemnifying Partyexpense, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contestcure, including the making of any related counterclaim against the person asserting defend, compromise or settle the Third Party Claim or in the name of the Claimant; provided, however, that (i) any cross complaint against any person. The Indemnified Party shall have such defense of the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and Claim shall be entitledconducted by counsel reasonably satisfactory to the Claimant, at its sole cost and expense, to retain separate co-counsel and participate in, but (ii) the Indemnitor shall not control, enter into any defense final compromise or settlement of any the Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying PartyClaimant, which consent shall not be unreasonably withheld or delayed, and (iii) the Indemnitor shall not negotiate or otherwise agree to any final compromise or settlement of the Third Party Claim that would impose on the Claimant any future obligations, monetary or injunctive, or impose on the Real Property any restriction on future uses of such property. If the Indemnitor denies the responsibility to indemnify the Claimant with respect to the Third Party Claim, or if the Indemnitor fails to accept responsibility in a timely manner following Claimant's notice of the Third Party Claim or fails to proceed in a diligent and timely manner to cure, defend, compromise or settle a Third Party Claim for which it has accepted responsibility in accordance with the foregoing provisions, the Claimant may then proceed to cure, defend, compromise or settle such Third Party Claim as it shall in its sole discretion deem to be advisable, without prejudice to any right to indemnification Claimant may have against the Indemnitor with respect thereto, whether pursuant to this Agreement or otherwise, and in such event the liability of the Indemnitor to the Claimant for indemnification with respect to such Third Party Claim shall be determined by a final and non-appealable judgment entered by a court of competent jurisdiction, or by written consent of the Indemnitor; provided, however, that Seller and Purchaser each hereby consents to the non-exclusive jurisdiction of any court in which such a claim is brought for purposes of any indemnity claim that a Claimant may have under this Agreement with respect to such Third Party Claim or the matters alleged therein.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the an Indemnifying Party under this Article IV8, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of following receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnification hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within 30 days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon the receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing within 30 days of receipt of such Claim Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the relevant proceeding, provided, that, ; provided that any such settlement or compromise the terms of which include an admission of fault by the Indemnified Party shall be permitted hereunder only with require the prior written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article 8. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, shall cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person third party asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b8.5(b). (d) In the event that the Indemnifying Party fails to elect to assume the defense of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of receipt of the relevant Claim NoticeNotice or otherwise fails to continue the defense of the Indemnified Party in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article ARTICLE IV, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 4.4 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 4.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-co- counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to involving a Third Party Claim, the Indemnifying Party Person shall deliver a notice to the applicable Indemnified Person (the “Defense Notice”) within ||| |||||| | after the Indemnifying Person’s receipt of the Claim Notice. The Indemnifying Person shall not have the right to assume the defense of any such Third Party Claim by, within (30) days of receipt without the written consent of the Claim Notice, notifying the applicable Indemnified Party in writing that Person. If the Indemnifying Party elects Person wishes to assume the defense of such Third Party Claim, and upon delivery the Defense Notice shall (i) request the Indemnified Person’s consent to the assumption of such notice by Third Party Claim, (ii) specify the counsel the Indemnifying PartyPerson will appoint to defend such Third Party Claim, (iii) acknowledge, without qualification, the right of such Indemnified Person to be indemnified for Damages incurred in connection with such Third Party Claim, and (iv) acknowledge that the Indemnifying Party is responsible for all expenses incurred in connection with the defense of the Third Party Claim. The applicable Indemnified Person shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Person has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Person delivers a Defense Notice requesting to assume the defense of the Third Party Claim, and the Indemnified Person consents to such assumption, such Indemnified Person will cooperate with and make available to the Indemnifying Person such assistance and materials as the Indemnifying Person may reasonably request, all at the sole expense of the Indemnifying Person, and the Indemnified Person shall have the right at its expense to fully control and settle participate in the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent defense assisted by counsel of the Indemnified Partyits own choosing. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (dii) In the event that the Indemnifying Person does not assume the control of the defense of a Third Party Claim or is not entitled to control the defense of a Third Party Claim, the Indemnifying Person shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, subject to the control of the Indemnified Person. If the fees and expenses of counsel to the Indemnified Person are determined to be recoverable Damages in accordance herewith, in no event shall the Indemnifying Persons be responsible for the fees and expenses of more than one counsel (in addition to any required local counsel). (iii) The Indemnifying Party shall not be entitled to settle or compromise any Third Party Claim if it is otherwise not entitled to control the defense of such Third Party Claim. With respect to Third Party Claims which the Indemnifying Party elects not is entitled to assume control the defense or fails to make such an election within of, the 30 days Indemnifying Person shall not, without the prior written consent of the applicable Indemnified Person (i) settle or compromise a Third Party Claim Noticeor consent to the entry of any Proceeding which does not include an unconditional release by the claimant or plaintiff of such Indemnified Person from all liability in respect of the Third Party Claim; (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or other obligations on such Indemnified Person; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of such Indemnified Person. If the Indemnifying Person has not assumed the control of the defense of a Third Party Claim or is not entitled to control the defense of a Third Party Claim, the Indemnified Person shall have the right, subject to Section 8.4(b)(ii), to defend such Third Party mayClaim; provided, at its optionhowever, defend, that the Indemnified Person shall not settle, compromise or pay such action discharge, or claim at the expense of the Indemnifying Party; provided, thatadmit any liability with respect to, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnifying Party, which Person (such consent shall not to be unreasonably withheld withheld, conditioned or delayed).

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third 19 Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) 30 days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 6.4 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.2(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.2(b). . (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the an Indemnifying Party under this Article IVV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of following receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnification hereunder, except to the extent that the Indemnifying Party shall have been materially and adversely prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within 30 days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon the receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, by notifying the Indemnified Party in writing within 30 days of receipt of such Claim Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the relevant proceeding, ; provided, that, that any such settlement or compromise shall be permitted hereunder only with require the prior written consent of the Indemnified Party.. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article V. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person third party asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b5.3(b). (d) In the event that the Indemnifying Party fails to elect to assume the defense of a Third Party Claim for which within thirty (30) days of receipt of the Indemnifying Party elects not relevant Claim Notice or otherwise fails to assume continue the defense or fails to make such an election within the 30 days of the Claim NoticeIndemnified Party in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the an Indemnifying Party under this Article IV8, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of following receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnification hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon the receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within thirty (30) days of receipt of the such Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the relevant proceeding, provided, that, ; provided that any such settlement or compromise the terms of which include an admission of fault by the Indemnified Party shall be permitted hereunder only with require the prior written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article 8. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, shall cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person third party asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b8.4(b). (d) In the event that the Indemnifying Party fails to elect to assume the defense of a Third Party Claim for which within thirty (30) days of receipt of the Indemnifying Party elects not relevant Claim Notice or otherwise fails to assume continue the defense or fails to make such an election within the 30 days of the Claim NoticeIndemnified Party in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) 12.4.1 If any a third party shall notify commences a legal action against any Indemnified Party in writing with respect to or an Indemnified Party receives a notice of assertion or commencement of any matter involving claim, demand, action, proceeding or suit by a claim by such third party relating to Loss that gives rise to an indemnification obligation under this Clause 12 (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against ), the Indemnifying Party under this Article IV, then shall have the option of electing to take over the defence of such Third Party Claim by notifying the Indemnified Party shall promptly within 10 (iten) notify days from the receipt of the Claims Notice or such other shorter period within which such defence ought to be assumed to comply with requirements mandated by the third party claimant’s notice or otherwise as required under Applicable Law. 12.4.2 If the Indemnifying Party thereof elects to take over the defence of such Third Party Claim under Clause 12.4.1 above, it shall be entitled to assume the complete control and defence of such Third Party Claim and have the sole right to contest, settle, compromise or otherwise dispose of such Third Party Claim on terms that the Indemnifying Party, in writing its reasonable discretion, deems appropriate, provided that the prior written consent of the Indemnified Parties shall be required for any such settlement, compromise or other disposition if such settlement, compromise or other disposition adversely affects the Indemnified Parties. The Indemnifying Party shall remain liable for the costs and expenses of such Third Party Claim including all court costs, posting of any security, payment of any interim amounts as required by any Governmental Authority. Further, the Indemnifying Party shall keep the Indemnified Party informed as to the status of such Third Party Claim and shall promptly send copies of all pleadings to the Indemnified Party and in any event within thirty 10 (30ten) days of receipt of notice of filing any such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreementpleadings. (b) Upon receipt of a Claim Notice with respect 12.4.3 Without prejudice to a Third Party ClaimClause 12.4.2 above, the Indemnifying Party shall have the right to assume the defense of give any Third Party Claim byrepresentation or submissions to, within (30) days of receipt of the Claim Noticemake any appearances before, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claimor undertake any actions before, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim a Governmental Authority or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect other third party in relation to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)Claims. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, reasonably cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any the Indemnified Party seeks indemnification under this Article 10 in writing with respect to any matter of, arising out of or involving a claim or demand, whether or not involving a Proceeding, by another Person not a party to this Agreement or an Affiliate of such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV), then the Indemnified Party shall promptly will include in the Indemnity Claim Notice (i) notify notice of the Indemnifying commencement or threat of any Proceeding relating to such Third Party thereof in writing Claim within thirty (30) days of receipt of after the Indemnified Party has received written notice of such claim the commencement of the Third Party Claim and (ii) transmit the facts constituting the basis for such Third Party Claim and the amount of the damages claimed by the other Person, in each case to the extent known to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail will relieve the nature Indemnifying Party of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification any Liability or obligation under this AgreementAgreement except to the extent the Indemnifying Party has suffered actual material Losses directly caused by the delay or other deficiency. (b) Upon receipt Within thirty (30) days after the Indemnified Party’s delivery of a an Indemnity Claim Notice with respect to a Third under this Section 10.4 and solely if the potential Liability of the Indemnifying Party Claimis greater than the potential Liability of the Indemnified Party, the Indemnifying Party shall have may assume control of the right defense of such Third Party Claim by giving to the Indemnified Party written notice of the intention to assume such defense; provided, that the Indemnifying Party further retains counsel for the defense of the Third Party Claim reasonably satisfactory to the Indemnified Party; provided, further, that if the Seller is the Indemnifying Party, in no event may the Indemnifying Party assume, maintain control of, or participate in, the portion of the defense of any Third Party Claim by, within (30A) days of receipt of the Claim Notice, notifying involving criminal Liability or (B) in which any relief other than monetary damages is sought against the Indemnified Party in writing or that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice is brought by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Partya Governmental Authority. (c) If requested by the Indemnifying PartyParty does not, or is not able to, assume or maintain control of the defense of a Third Party Claim in compliance with Section 10.4(b), the Indemnified Party shall, at will have the sole cost and expense right to control the defense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which Claim. The party not controlling the Indemnifying defense (the “Noncontrolling Party”) may participate therein at its own expense. The party controlling the defense (the “Controlling Party”) will reasonably advise the Noncontrolling Party elects to contest, including of the making status of any related counterclaim against the person asserting the Third Party Claim or and the defense thereof, discuss with the Noncontrolling Party any cross complaint against strategic decisions in such defense, and take into account in good faith any personcomments by the Noncontrolling Party. The Indemnified Noncontrolling Party shall will, upon reasonable request by the Controlling Party use commercially reasonable efforts to furnish the Controlling Party with such information as it may have the right to receive copies of all pleadings, notices and communications with respect to such Third Party Claim and related Proceedings (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist in the defense of the Third Party Claim, other than any privileged communications between except to the Indemnifying Party and extent such information would reasonably prejudice its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by rights versus the Indemnifying Party pursuant to Section 4.2(b)Controlling Party. (d) In Neither party will agree to any compromise or settlement of the event of a Third Party Claim for which without the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days prior written Consent of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partyother party, which consent shall Consent will not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Section 10.4, no Tax Claim shall be subject to this Section 10.4. Tax Claims shall be governed solely by Section 9.8.

Third Party Claims. (ai) If Subject to the provisions of Sections 10.2(f)(ii) and 10.2(f)(iv) below, in the event any third party shall notify claim for indemnification hereunder results from or in connection with any Indemnified Party in writing with respect to any matter involving claim or legal proceeding by a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, Parties at the sole cost and expense of the Indemnifying Parties, shall have the right to control the defense and settlement of such claim if the Indemnifying Parties give notice of the intention to do so to the Indemnified Parties within thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by any court proceeding) after the Indemnifying Parties receive such Claim Notice, subject to the limitations below, and shall have the right to select and retain legal counsel, which counsel shall be reasonably satisfactory to the Indemnified Party, cooperate to defend or settle any claim or demand. The Indemnified Party shall have the right to retain its own counsel, at its sole expense, to monitor the defense or settlement of any claim or demand. (ii) The Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party, if the claim with respect to which the Indemnifying Party seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves any claim made by any customer or supplier of the Business, other than a customer or supplier that is also a customer or supplier to the Indemnifying Party, or (D) involves a claim if, as a result of the application of the provisions of Section 10.2(c)(ii), less than 100% of the Damages reasonably expected to result from the Third Party Claim would be indemnifiable hereunder. (iii) By assuming the defense of a claim or demand, the Indemnifying Party shall be deemed to have conclusively acknowledged its obligation to indemnify the Indemnified Party with respect to such claim or demand to the extent required pursuant to this Agreement. In the event that the Indemnifying Party fails to give notice of its intention to control the defense and its counsel in contesting settlement of any Third Party Claim which within the period prescribed in Section 10.2(f)(i), or affirmatively notifies the Indemnified Party in a writing delivered within such period that it does not desire to control the defense and settlement of any Third Party Claim, or the Indemnifying Party elects fails to contestdiligently pursue the defense of such assumed claim or demand, including the making Indemnified Party shall conduct or reassume the defense of and shall have the right, subject to Section 10.2(f)(iv), to settle any related counterclaim against the person asserting the such Third Party Claim (and the costs and expenses incurred by the Indemnified Party in connection with such defense or any cross complaint against any personsettlement shall be included in the Damages for which the Indemnified Party may seek indemnification pursuant to a claim made hereunder). The Indemnified Party Indemnifying Parties shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, Claim and shall be entitledhave the right to retain its own counsel, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any monitor the defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)such claim or demand. (div) In The party conducting the event defense of a Third Party Claim for which claim shall only have the Indemnifying Party elects not right to assume settle and compromise any claim or demand if (A) the defense or fails other party to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at this Agreement provides its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any prior written consent to such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Partycompromise, which consent shall not be unreasonably withheld or delayed; or (B) other than with respect to a claim assumed by an Indemnified Party pursuant to Section 10.2(f)(ii), upon prior written notice to the other party so long as such settlement or compromise (1) expressly and unconditionally releases the other party from all liabilities and obligations with respect to such claim or demand and (2) will not impose any injunctive or other equitable relief against the other party.

Third Party Claims. (a) If any third party shall notify In the event any Indemnified Party in writing with respect to any matter involving becomes aware of a third-party claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise intends to a claim for indemnification against the Indemnifying Party seek indemnity with respect thereto under this Article IV9 (a “Third-Party Claim”), then the such Indemnified Party shall promptly (i) notify the Indemnifying Responsible Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit claim; provided, however, that the failure to so notify a Responsible Party shall not relieve such Responsible Party of its obligations hereunder, except to the Indemnifying extent that such Responsible Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personis materially prejudiced thereby. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to settle any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate coThird-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Responsible Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the Responsible Party may, subject to the other provisions of this Section 9.12, direct the settlement negotiations for or in defense of such Third-Party Claim other than for or in defense of Third-Party Claims related to (i) the Company Intellectual Property Rights, (ii) disputes or disagreements with customers of the Offeror, Purchaser Parent Co. or the Company, (iii) disputes relating to Taxes where a greater portion of the Taxes in dispute would not be subject to indemnification by the Former Company Shareholders or (iv) Third-Party Claims by a Governmental Authority. In the event that the Responsible Party has consented to any such settlement, the Responsible Party Shareholders’ Agents shall not have any power or authority to objection under Section 9.7 or any other provision of this Agreement to the amount of any claims by the Indemnified Party for indemnity with respect to such settlement. If any Third-Party Claim is based on matters other than (i) the Company Intellectual Property Rights, (ii) disputes or disagreements with customers of the Offeror, Purchaser Parent Co. or the Company, (iii) disputes relating to Taxes where a greater portion of the Taxes in dispute would not be subject to indemnification by the Former Company Shareholders or (iv) Third-Party Claims by a Governmental Authority, then the Responsible Party may, at its option and upon written notice to the Indemnified Party within ninety (90) days of receiving notice from the Indemnified Party of such Third-Party Claim, contest or defend any such action, Proceeding, claim, demand or assessment, through counsel selected by the Responsible Party who is reasonably acceptable to the Indemnified Party; provided, however, that if the Indemnified Party shall reasonably object to such control, then the Responsible Party and the Indemnified Party shall cooperate in the defense of such matter; provided, further, that the Responsible Party shall not, except with the prior written consent of the Indemnified Party, enter into any settlement that (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to the Indemnified Party of an unconditional release from all liability with respect to such claim or consent to entry of any judgment, (ii) does not involve only the payment of money damages, (iii) imposes an injunction or other equitable relief upon the Indemnified Party or (iv) includes any admission of wrongdoing or misconduct by the Indemnified Party. With respect to any Third-Party Claim based on matters relating to the Company Intellectual Property Rights, Third-Party Claims made by customers of the Company, Purchaser Parent Co. or the Offeror or Third-Party Claims by a Government Authority, the Indemnified Party shall have the option to defend any such Proceeding with counsel selected by the Indemnified Party who is reasonably satisfactory to the Responsible Party; provided, however, that the Offeror shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written consent of the Shareholders’ Agents, which consent shall not be unreasonably withheld or delayed. The Indemnified Party or Responsible Party, whichever is not controlling the defense of any matter, shall be entitled to participate in such defense with counsel selected by such party, at its sole expense.

Third Party Claims. (a) If any third party shall notify any the Indemnified Party in writing with respect receives notice of the assertion or commencement of any Action, suit, claim or other legal proceeding made or brought by any Person who is not a party to any matter involving a claim by such third party this Agreement or an Affiliate thereof (a “Third Party Claim”) which such ), and if the Indemnified Party believes would give rise intends to a claim for indemnification against the Indemnifying Party seek indemnity with respect thereto under this Article IVARTICLE 10, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim Third Party Claim. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and (ii) transmit shall indicate the estimated amount, if reasonably practicable, of the Losses that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right but not the obligation to assume the conduct and control of the settlement or defense of such Third Party Claim, through counsel it so chooses in its sole discretion at the expense of the Indemnifying Party. The Indemnifying Party shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party and the Indemnifying Party a written notice (“may compromise or settle the same; provided that the Indemnifying Party may not settle any such Third Party Claim Notice”) describing in reasonable detail unless such settlement includes an unconditional waiver of any Liability on the nature part of the Indemnified Party. If the Indemnifying Party assumes the defense of the Third Party Claim, a copy the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of all papers served with respect to such claim (if any), and the basis of Third Party Claim through counsel chosen by the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt ; provided, however, that the fees and expenses of a Claim Notice with respect such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to assume participate in the defense or prosecution of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (b) The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim byand furnishing, within (30) days without expense to the Indemnifying Party and/or its Representatives, such employees of receipt of the Claim Notice, notifying the Indemnified Party in writing that and their respective Affiliates as may be reasonably necessary for the Indemnifying Party elects to assume preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall not have the right to receive copies of all pleadings, notices and communications with respect to pay or settle any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any such Third Party Claim assumed by without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (ai) If In the event that any third party shall notify written claim or demand for which, in the reasonable determination of the Indemnifying Party, an Indemnifying Party may be liable to any Indemnified Party in writing with respect hereunder is asserted against or sought to be collected from any matter involving Indemnified Party by a claim by such third party (which, for purposes of this Article XI, shall mean any party that is not a Seller Indemnified Party or Purchaser Indemnified Party), such Indemnified Party shall promptly, but in no event later than thirty (30) days following such Indemnified Party’s receipt of such claim or demand (including a copy of any related written third party demand, claim or complaint) (a “Third Party Claim”) which deliver a written notification of the Third Party Claim, specifying the nature of and basis for such Indemnified Third Party believes would give rise to a claim for indemnification against Claim, together with the amount or, if not then reasonably determinable, the estimated amount, determined in good faith, of the Losses arising from such Third Party Claim, and such other information as the Indemnifying Party shall reasonably request (“Third Party Claim Notice”). The Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party with respect to such Third Party Claim if the Indemnified Party fails to timely deliver the Third Party Claim Notice and the Indemnifying Party is actually prejudiced thereby. (ii) Within thirty (30) days after receipt by the Indemnifying Party of a Third Party Claim Notice, such Indemnifying Party may deliver to the Indemnified Party a written response (the “Response Notice”) in which such Indemnifying Party: (i) agrees that the Indemnified Party is entitled to the full amount of the Third Party Claim as set forth in the Third Party Claim Notice, (ii) agrees that the Indemnified Party is entitled to part, but not all, of the full amount of the Third Party Claim as set forth in the Third Party Claim Notice (such amount agreed to under this Article IV(i) or (ii), the “Agreed Amount”), or (iii) indicates that the Indemnifying Party disputes the entire full amount of the Third Party Claim as set forth in the Third Party Claim Notice. Any part of the full amount of the Third Party Claim as set forth in the Third Party Claim Notice that is not agreed to pursuant to the Response Notice shall be the “Contested Amount.” If a Response Notice is not received within such thirty (30) day period, then the Indemnifying Party shall be conclusively deemed to have agreed that the Indemnified Party is entitled to the full amount of the Third Party Claim as set forth in the Third Party Claim Notice (and such amount shall promptly (i) notify be the Indemnifying Party thereof in writing Agreed Amount). If the Parties are unable to resolve the dispute relating to any Contested Amount within thirty (30) days after the delivery of receipt the Response Notice, then the Parties shall be entitled to resort to any legal remedy available to such Parties, subject to the terms of notice this Agreement, to resolve such dispute including obtaining a final and non-appealable order of such claim and (ii) transmit to any court of competent jurisdiction directing the Indemnifying Party to pay the Indemnified Party all or a written notice (“Claim Notice”) describing in reasonable detail the nature portion of the Third Contested Amount (the “Final Contested Amount”). The Indemnifying Party Claimshall pay any Agreed Amount and/or any Final Contested Amount within five (5) Business Days after determination thereof, a copy it being understood that the Purchaser Indemnified Party shall be entitled to draw upon the Seller Parent Letter of all papers served Credit and/or, if applicable, the Replacement Letter of Credit for any Agreed Amounts and/or Final Contested Amounts owed to the Purchaser Indemnified Party by the Indemnifying Party in connection with respect to such claim (if any), and the basis of the Indemnified Party’s request any claims for indemnification under pursuant to this AgreementArticle XI within five (5) Business Days after determination of such Agreed Amount and/or Final Contested Amount. (biii) Upon receipt of a Claim Notice with respect to If a Third Party ClaimClaim is made against an Indemnified Party, the Indemnifying Party shall have be entitled to participate therein and, to the right extent that the Indemnifying Party shall wish, to assume the defense of any thereof provided, however, that the Third Party Claim byinvolves only monetary damages and does not seek an injunction or other equitable relief or does not, within (30) days of receipt in the good faith judgment of the Claim NoticeIndemnified Party, notifying based on the advice of counsel, involve a conflict of interest. After notice from the Indemnifying Party to the Indemnified Party of such election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in writing connection with the defense thereof; provided, however, that in the event the Indemnifying Party elects fails to assume actively and diligently conduct the defense of such Third Party Claim, and then in such event, upon delivery twenty (20) days’ notice during which time such failure to so conduct the defense of such notice Third Party Claim is not cured, the Indemnified Party may hire separate counsel, and reasonable fees and expenses of such counsel shall be borne by the Indemnifying Party, the Indemnifying . The Indemnified Party shall have the right to cooperate fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting the defense against any such Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personClaim. The Indemnified Party shall have the right to receive copies participate at its own expense in the defense of all pleadings, notices and communications with respect to any Third Party Claim. (iv) If the Indemnifying Party assumes the defense of any Third Party Claim, other than any privileged communications between the Indemnified Party shall not settle such Third Party Claim unless the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any consents in writing. If the Indemnifying Party assumes the defense or settlement of any Third Party Claim assumed by Claim, the Indemnifying Party pursuant shall not, without the prior written consent of the Indemnified Party (which may be withheld in the Indemnified Party’s sole discretion), enter into any settlement or compromise or consent to Section 4.2(b). (d) In the event entry of a any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (x) does not include an unconditional release of the Indemnified Party and its Affiliates from all liability in respect of such Third Party Claim or (y) imposes equitable remedies or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnifying Indemnified Party elects not to assume will be indemnified hereunder. If the Indemnified Party is conducting the defense or fails to make such an election within the 30 days of the Claim Noticeany Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay shall not settle such action or claim at Third Party Claim without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheld or delayed). (v) In the event that the Indemnifying Party does not elect to assume the defense of any Third Party Claim, then (a) the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense of such Third Party Claim; and (b) any failure of the Indemnified Party to defend or to participate in the defense of any such Third Party Claim shall not relieve the Indemnifying Party of its obligations hereunder or, notwithstanding any other provision of this Agreement, otherwise impose an obligation to defend the Indemnified Party hereunder.

Third Party Claims. (a) If Upon providing notice to an Indemnifying Party by an Indemnified Party pursuant to ‎Section 8.2 of the commencement of any action, suit or proceeding against such Indemnified Party by a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise intends to a claim for indemnification against the Indemnifying Party any Loss under this Article IV‎Article 8, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense defend such claim, at such Indemnifying Party’s expense and with counsel of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying its choice reasonably satisfactory to the Indemnified Party in writing that Party. If the Indemnifying Party elects to assume assumes the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Partyclaim, the Indemnified Party shall, at the sole cost and expense request of the Indemnifying Party, use commercially reasonable efforts to cooperate with in such defense; provided, that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and its counsel expenses incurred in contesting any Third Party Claim which connection with such cooperation. So long as the Indemnifying Party elects to contestis conducting the defense of such claim as provided in this ‎Section 8.4, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to may retain separate co-counsel at its expense and may participate inin the defense of such claim, but and neither the Indemnified Party nor the Indemnifying Party shall consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent (which will not controlbe unreasonably withheld, any defense delayed, or conditioned) of the other unless such Judgment or settlement of any Third Party Claim assumed (i) provides for the payment by the Indemnifying Party pursuant of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to Section 4.2(bsuch claim, Judgment or settlement). , (dii) results in the full and general release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such claim and (iii) does not involve a finding or admission of any violation of any law, rule, regulation or Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party. In the event of a Third Party Claim for which the Indemnifying Party elects does not or ceases to assume conduct the defense or fails to make of such an election within the 30 days of the Claim Noticeclaim as so provided, (a) the Indemnified Party maymay defend against, at its optionand consent to the entry of any Judgment or enter into any settlement with respect to, defendsuch claim in any manner it may reasonably deem to be appropriate, settle(b) subject to the limitations set forth in ‎Section 8.3, compromise or pay such action or claim at the expense of the Indemnifying Party; providedParty shall reimburse the Indemnified Party promptly and periodically for the reasonable out-of-pocket costs of defending against such claim, thatincluding reasonable attorneys’ fees and expenses against reasonably detailed invoices, any such settlement or compromise shall be permitted hereunder only with the written consent of and (c) the Indemnifying Party, which consent Party shall not be unreasonably withheld or delayedremain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in this ‎Article 8.

Third Party Claims. (aA) If any third party shall notify any Person which is not an Indemnified Party in writing with respect to any matter involving shall assert a claim by such third party against an Indemnified Party which claim gives rise to a claim for indemnification against an Indemnifying Party under this Section 7 (a “Third Party Claim”) which ), then such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVshall, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of after such non‑Indemnified Party asserts such claim, deliver written notice of such claim and (ii) transmit Third Party Claim to the Indemnifying Party Representative (a written notice (“Third Party Claim Notice”) describing in reasonable detail (provided that the nature failure or delay to so notify such Indemnifying Party Representative shall not relieve any Indemnifying Party of its obligations hereunder except to the extent that such Indemnifying Party is actually and materially prejudiced by such failure or delay). Thereafter, each Indemnified Party shall deliver or cause to be delivered to such Indemnifying Party Representative, within five (5) Business Days after such Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to the Third Party Claim. (B) The Indemnifying Party Representative shall have the right (but not the obligation), to be exercised within ten (10) Business Days following its receipt of the Third Party ClaimClaim Notice by delivering written notice to the Indemnified Party Representative, to assume and thereafter conduct and control the defense of such Third Party Claim (with counsel of such Indemnifying Party Representative’s choice that is reasonably satisfactory to the Indemnified Party Representative), but only if and for so long as (1) such Indemnifying Party Representative acknowledges in a copy signed writing (which, for the avoidance of doubt, shall be deemed to be binding on behalf of all papers served Indemnifying Parties and irrevocable) that the Indemnifying Party(ies) shall be deemed to be liable for all Losses with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any (2) such Third Party Claim by, within (30) days of receipt does not seek monetary damages in an amount in excess of the Claim Noticeremaining amount for which the Indemnifying Party(ies) could be liable by virtue of the limitations set forth in Section 7(f)(i)(B), notifying the Section 7(g)(B), or any other caps on indemnifiable amounts expressly set forth herein, (3) such Indemnifying Party Representative is conducting and controlling such defense diligently and in good faith, (4) if both an Indemnified Party in writing that the and an Indemnifying Party elects are named (by impleader or otherwise) in such Third Party Claim, then there are no material legal defenses available to assume an Indemnified Party the assertion of which would be adverse to the interests of an Indemnifying Party, (5) such Third Party Claim has not been brought by a Material Customer or Material Supplier, (6) such Third Party Claim does not allege fraud or criminal activity, (7) such Third Party Claim does not seek equitable remedies, and (8) such Third Party Claim, if adversely determined, would not reasonably be expected to result in a material adverse effect as to an Indemnified Party and its Subsidiaries taken as a whole. If such Indemnifying Party Representative assumes the defense of such Third Party Claim, and upon delivery then, regardless of the outcome of such notice Third Party Claim, the Indemnifying Party(ies) shall bear all costs and expenses incurred by the Indemnifying PartyParty Representative in connection with such defense. For so long as such Indemnifying Party Representative is conducting and controlling such defense, the Indemnifying (I) each Indemnified Party shall have the right right, but not the obligation, to fully participate in such defense with separate counsel of its choosing at its sole cost and expense (or at the Indemnifying Parties’ sole cost and expense if there are any conflicts of interests with respect to such defense as between any Indemnified Party and any Indemnifying Party), and (II) each Indemnified Party shall cooperate with such Indemnifying Party Representative in such defense and make available to such Indemnifying Party Representative and its Representatives, at the Indemnifying Party’s(ies’) sole cost and expense, all witnesses, pertinent records, materials and information in or under such Indemnified Party’s possession or control and settle the proceeding, provided, that, any relating thereto as may be reasonably requested by such settlement or compromise Indemnifying Party Representative. The Indemnifying Party Representative shall not be permitted hereunder only to consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying PartyParty Representative, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make provided that such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld unless such judgment or settlement (w) involves the admission of fraudulent or criminal wrongdoing on the part of any Indemnified Party, (x) imposes equitable relief upon any Indemnified Party, (y) imposes any monetary damages on any Indemnified Party except to the extent that the Indemnifying Parties are required under this Section 7 (after giving effect to all applicable limitations set forth herein), and have the funds available, to pay such damages in their entirety, or (z) does not contain a complete and unconditional release of each applicable Indemnified Party from all liability with respect to such Third Party Claim. (C) Unless and until the Indemnifying Party Representative assumes the defense of any Third Party Claim as provided in Section 7(d)(ii)(B), each applicable Indemnified Party may defend against such Third Party Claim in any manner it may reasonably deem appropriate (with counsel of such Indemnified Party’s choice), in which case each Indemnifying Party shall cooperate with such Indemnified Party in such defense and make available to such Indemnified Party and its Representatives all witnesses, pertinent records, materials, and information in or under such Indemnifying Party’s possession or control relating thereto as may be reasonably requested by such Indemnified Party. The conduct of such defense by such Indemnified Party shall not be construed to be a waiver of such Indemnified Party’s right to indemnification with respect to such Third Party Claim. No Indemnified Party shall be permitted to consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of such Indemnifying Party Representative (not to be unreasonably withheld, conditioned, or delayed).

Third Party Claims. (a) If any third party shall notify any Indemnified The obligations and liabilities of an Indemnifying Party in writing with respect to any matter involving a claim Losses resulting from the assertion of liability by such third party parties (each, a “Third Party Claim”) which such Indemnified Party believes would give rise shall be subject to a claim for indemnification against the Indemnifying Party under this Article IV, then the following terms and conditions: (a) The Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of give written notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“of any Third Party Claim Notice”) describing in reasonable detail that might give rise to any Loss by the Indemnified Party, stating the nature and basis of the such Third Party Claim, a copy and the amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. Such notice shall be accompanied by copies of all papers served relevant documentation with respect to such claim (if any)Third Party Claim, and the basis of the Indemnified Party’s request for indemnification under this Agreementincluding any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument. (b) Upon From and after receipt of a Claim Notice with respect to notice of a Third Party ClaimClaim pursuant to Section 11.03(a), the Indemnifying Party shall have the right to assume and conduct, at its own expense, the defense against the Third Party Claim in its own name or in the name of the Indemnified Party with counsel reasonably acceptable to the Indemnified Party if the Indemnifying Party has, based on the facts and circumstances available at the time, unconditionally acknowledged in writing its obligation to indemnify the Indemnified Party in respect of such Third Party Claim in accordance with and subject to the terms of this Agreement and without prejudice to the amount of any Loss. Any Indemnified Party shall have the right to employ separate counsel in any such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Loss incurred by the Indemnified Party and shall not be payable by the Indemnifying Party; provided, however, that if the representation of any such Indemnified Party by the same counsel as the Indemnifying Party would be inappropriate under applicable standards of professional conduct, the Indemnified Party shall be entitled to appoint one separate counsel for such claims and defenses, at the reasonable cost and expense of the Indemnifying Party. The party or parties conducting the defense of any Third Party Claim byshall keep the other parties apprised of all significant developments with respect thereto and shall not enter into any settlement, within (30) days of receipt compromise or consent to judgment with respect to such Third Party Claim without the prior consent of the Claim Noticeother parties thereto, notifying the Indemnified Party in writing such consent not to be unreasonably withheld; provided, however, that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with entitled to settle, compromise or consent to a judgment without the written consent of the Indemnified PartyParty with respect to a Third Party Claim that only imposes monetary obligations that are paid by the Indemnifying Party and contains a release of the Indemnified Party from all liability thereunder. The Indemnified Party shall make available all information and assistance for the defense of the Third Party Claim as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such defense. (c) If requested Notwithstanding the foregoing, if a Buyer determines in good faith that an adverse determination with respect to a Third Party Claim would reasonably be expected to be materially detrimental to the future business prospects or operations of the Companies, taken as a whole, such Buyer may, by notice to the Indemnifying Party, assume the Indemnified exclusive right to defend, compromise or settle such Third Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with Claim; provided that the Indemnifying Party and its counsel in contesting will not be bound by any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense compromise or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b)effected without its consent. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its expense, to participate in or assume control of the defense negotiation, settlement or defence of any the Third Party Claim byand, within (30) days of receipt of in such event, the Claim Notice, notifying Indemnifying Party shall reimburse the Indemnified Party in writing that for all the Indemnified Party’s reasonably and properly incurred out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Indemnified Party shall have the right to fully participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and settle the proceeding, provided, that, any such settlement or compromise Indemnifying Party shall be permitted hereunder only bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. If any Third Party Claim is of a nature such that the written consent Indemnified Party is required by Applicable Laws to make a payment to any person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party. (c) If requested Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense difference from the Third Party, pay the amount of such difference to the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If The obligations of an Indemnifying Party under this Section 9.2 with respect to Damages arising from claims of any third party shall notify any Indemnified Party that are subject to indemnification as provided for in writing with respect to any matter involving a claim by such third party Section 9.2(a) or Section 9.2(b) (a “Third Party Claim”) which such Indemnified shall be governed by and be contingent upon the following additional terms and conditions: (i) With respect to Third Party believes would give rise Claims that involve Excluded Liabilities (in the case of Seller as the Indemnifying Party) or Assumed Liabilities (in the case of Buyer as the Indemnifying Party) or that relate to a claim for indemnification against the payment of money damages, at its option, the Indemnifying Party under this Article IV, then may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of after the Indemnifying Party’s receipt of notice an Indemnification Claim Notice. The assumption of such claim and (ii) transmit to the defense of a Third Party Claim by the Indemnifying Party a written notice (“Claim Notice”) describing shall not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnitee in reasonable detail the nature respect of the Third Party Claim, nor shall it constitute a copy waiver by the Indemnifying Party of all papers served with respect any defenses it may assert against any Indemnitee’s claim for indemnification. Failure by the Indemnifying Party to such claim (if any), and the basis of notify the Indemnified Party’s request for indemnification under this Agreement. Party of its election to defend any such action within thirty (b30) days after notice thereof shall have been given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its right to defend such action. Upon receipt assuming the defense of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel reasonably selected by the Indemnifying Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. Should the Indemnifying Party assume the defense of and continue to defend a Third Party Claim, except as provided in subsection (ii) below, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Damages incurred by the Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnitee. (ii) Without limiting Section 9.2(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment of separate legal counsel shall be at the Indemnitee’s own expense unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (B) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.2(d)(i) (in which case the Indemnified Party shall control the defense) or (C) if the Indemnified Party and the Indemnifying Party are both named parties to the proceeding and the Indemnified Party has reasonably concluded that there may be one or more legal defenses that are different from or in addition to those available to the Indemnifying Party (in which case the Indemnified Party shall have the right to assume the defense claim with respect to such defenses of any Third Party Claim by, within (30) days of receipt such action on behalf of the Claim Notice, notifying the Indemnified Party in writing that the Party). The Indemnifying Party elects to assume shall not, in the defense of such Third Party Claima claim or any litigation resulting therefrom, and upon delivery consent to entry of such notice by the Indemnifying Partyany judgment, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only except with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting or enter into any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only except with the written consent of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation. (iii) With respect to Third Party Claims for which the Indemnifying Party does not so notify the Indemnified Party within the thirty (30) day period of its election to proceed with the control and defense of such Third Party Claim pursuant to Section 9.2(d)(ii), or if such Third Party Claim cannot be assumed by the Indemnifying Party to Section 9.2(d)(ii) then: (i) the Indemnified Party shall diligently defend such Third Party Claim; (ii) the Indemnifying Party shall use commercially reasonable efforts to make available to the Indemnified Party any documents and materials that are under the direct or indirect control of the Indemnifying Party or any of its Affiliates that may be necessary to the defense of such Third Party Claim (which, for the avoidance of doubt, shall not require the disclosure of information subject to privilege or highly confidential information of such party); and (iii) the Indemnifying Party shall otherwise cooperate as reasonably requested by the Indemnified Party in the defense of such Third Party Claim. (iv) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.2(d)(i) and that will not result in the Indemnitee’s becoming subject to injunctive or other relief, and as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Damages in connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.2(d)(i), the Indemnifying Party shall not have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages unless it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not be liable for any settlement or other disposition of Damages by an Indemnitee that is reached without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, if an Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), the Indemnitee shall have deemed to have waived all rights to indemnification hereunder by the Indemnifying Party with the respect to such Third Party Claim. (v) If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each other Indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall reimburse the Indemnified Party for all its reasonable costs and expenses in connection with any of the foregoing.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the The Indemnifying Party under this Article IVshall have the right, then but not the obligation, exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) 30 days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of Claim Notice from the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice Party with respect to a Third Party Claim, to elect to conduct and control, at the expense of the Indemnifying Party shall have the right and through counsel of its choosing that is reasonably acceptable to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume Party, the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying PartyParty may compromise or settle such Third Party Claim; provided, however, that the Indemnifying Party shall have give the right to fully control Indemnified Party prior written notice of any proposed compromise or settlement and settle shall not, without the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. Party (c) If requested by the Indemnifying Partywhich consent shall not be unreasonably withheld, delayed or conditioned), consent to or enter into any compromise or settlement that commits the Indemnified Party shallto make an admission of liability or to take, at or to forbear to take, any action or does not provide for a full and complete written release by the sole cost and expense applicable third party of the Indemnifying Indemnified Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The No Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to may compromise or settle any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which it is seeking indemnification hereunder without the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld. No Indemnifying Party may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnifying Party elects to control and conduct the defense of any Third Party Claim, then the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of such Third Party Claim through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (b) The Parties shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (ii) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. (c) Purchaser and Seller agree to cooperate and to cause their Affiliates to cooperate with each other to the extent reasonably required after the Closing Date in connection with any claims conducted by a Taxing Authority relating to any Taxes with respect to or in relation to any Purchased Asset for any Tax period ending on or before the Closing Date or, in the case of any Tax period that includes, but does not end on, the Closing Date, the portion of such period ending on the Closing Date (each a “Tax Contest”). Promptly (but no more than 30 days) after Purchaser or any of its Affiliates receives notice of any Tax Contest, Purchaser shall notify Seller in writing (which notice shall include copies of any notices, correspondence and any other documents received by Purchaser or its Affiliates with respect to such Tax Contest) of the Tax Contest. Notwithstanding anything to the contrary, if Seller’s Tax liability or rights to any refunds (or the liability or rights of Seller) could be affected by the Tax Contest or if Seller could have an indemnification obligation under this Agreement, Seller shall have the sole right to conduct, control, defend, settle or compromise the defense of the Tax Contest at its own expense, whether the Tax Contest began before or after the Closing Date; and Purchaser shall provide Seller with all necessary powers of attorney and other necessary documents and assistance to allow Seller to effectively conduct and control such defense; provided, however, that in the case of any Third Party Claims relating to a Taxing Authority against Purchaser that is a Tax Contest, Purchaser shall have the right to participate in such defense and Seller shall not settle or resolve such Third Party Claim without the consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary, neither Seller nor any of its Affiliates will be responsible for any Taxes to the extent attributable to any action taken by Purchaser or its Affiliates with respect to any Tax Contest without Seller’s written consent.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to In the case of a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to based upon a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within forty-five (3045) days of after its receipt of the Claim Notice, notifying Notice relating thereto to notify the Indemnified Party in writing that whether it admits or denies its liability to defend the Indemnified Party against such Third Party Claim at the sole cost and expense of the Indemnifying Party. The Indemnified Party is authorized, prior to and during such forty-five (45) day period (or, if earlier, until the Indemnifying Party elects admits its liability to assume defend the defense Indemnified Party against such Third Party Claim) to file any motion, answer, or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party. (ii) If the Indemnifying Party admits its liability to defend the Indemnified Party against a Third Party Claim, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Indemnified Party against such Third Party Claim, and upon delivery shall have full control of such notice by the Indemnifying Partydefense and proceedings, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, including any such compromise or settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) thereof. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and may participate in, but not control, at its own expense, any defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to this Section 4.2(b9.6(c)(ii). (d) In the event of a Third Party Claim for which the . An Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeshall not, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with without the written consent of the Indemnifying Party, which Indemnified Party (such consent shall not to be unreasonably withheld withheld, conditioned, or delayed.), (A) settle any Third Party Claim or consent to the entry of any judgment with respect thereto which does not include an unconditional written release of the Indemnified Party from all liability in respect of such Third Party Claim or

Third Party Claims. (a) If Each indemnified party shall, with reasonable promptness after obtaining knowledge thereof, provide any third indemnifying party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to against whom a claim for indemnification against the Indemnifying Party is to be made under this Article IV10 with written notice of all third party actions, then suits, proceedings, claims, demands or assessments that may be subject to the Indemnified indemnification provisions of this Article 10 (collectively, "Third Party Claims"), including, in reasonable detail, the basis for the claim, the nature of Damages and a good faith estimate of the amount of Damages. (b) Each indemnifying party shall promptly (i) have 15 days after its receipt of the claim notice to notify the Indemnifying Party thereof indemnified party in writing whether the indemnifying party agrees that the claim is subject to this Article 10 and, if so, whether the indemnifying party elects, jointly with any other indemnifying party notified under Section 10.04-1(a), to undertake, conduct and control, through counsel of its or their choosing (subject to the consent of the indemnified party, such consent not to be withheld unreasonably) and at its or their sole risk and expense, the good faith settlement or defense of the Third Party Claim. (c) If within thirty (30) 15 days of after its receipt of the claim notice of such claim and (ii) transmit an indemnifying party notifies the indemnified party that it elects to undertake the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature good faith settlement or defense of the Third Party Claim, a copy of the indemnified party shall cooperate reasonably with the indemnifying party in connection therewith including, without limitation, by making available to the indemnifying party all papers served with respect relevant information material to such claim (if any), and the basis defense of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim. The indemnified party shall be entitled to participate in the settlement or defense of the Third Party Claim through counsel chosen by the indemnified party, at its expense, and to approve any proposed settlement that would impose any obligation or duty on the indemnified party, which approval may, in the sole discretion of the indemnified party, be withheld. So long as an indemnifying party is contesting the Third Party Claim in good faith and with reasonable diligence, the Indemnifying indemnified party shall not pay or settle the Third Party Claim. Notwithstanding the foregoing, the indemnified party shall have the right to assume the defense of pay or settle any Third Party Claim byat any time, within provided that in such event it waives any right to indemnification therefor by the indemnifying party. (30d) days of receipt If an indemnifying party does not provide notice that it elects to undertake the good faith settlement or defense of the Third Party Claim, or if an indemnifying party fails to contest the Third Party Claim Noticeor undertake or approve settlement, notifying in good faith and with reasonable diligence, the Indemnified indemnified party shall thereafter have the right to contest, settle or compromise the Third Party in writing Claim at its exclusive discretion, at the risk and expense of the indemnifying party, and the indemnifying party will thereby waive any claim, defense or argument that the Indemnifying Party elects to assume the indemnified party's settlement or defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, Claim is in any such settlement respect inadequate or compromise shall be permitted hereunder only with the written consent of the Indemnified Partyunreasonable. (ce) If requested by the Indemnifying PartyA party's failure to give timely notice will not constitute a defense, the Indemnified Party shallin part or in whole, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claimclaim for indemnification by such party, other than any privileged communications between the Indemnifying Party and its counselexcept if, and shall be entitled, at its sole cost and expense, only to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, extent that, such failure results in any such settlement or compromise shall be permitted hereunder only with material prejudice to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedindemnifying party.

Third Party Claims. (a) If In the event that any third claim or demand for which an indemnifying party shall notify (an “Indemnifying Party”) may have Liability to any Indemnified Party in writing with respect hereunder is asserted against or sought to be collected from any matter involving Indemnified Party by a claim by such third party (a “Third Party Claim”) which ), such Indemnified Party believes would give rise to shall promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a claim for indemnification against the Indemnifying Third Party under this Article IVClaim, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Third Party a written Claim. Such notice (a “Claim Notice”) describing in reasonable detail shall specify the nature section(s) of this Agreement that form the basis of the claim for indemnification, the amount or the estimated amount of damages sought under such Third Party ClaimClaim (if known) and shall include all material correspondence and documentation in the possession of the Indemnified Party relating to such claim. After providing such notice, the Indemnified Party shall keep the Indemnifying Party reasonably informed with respect thereto; provided, however, that the failure to timely give a copy Claim Notice, include any information in a Claim Notice, and to keep the Indemnifying Party reasonably informed shall affect the rights of all papers served an Indemnified Party hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim. Upon receipt of a Claim Notice, the Indemnifying Party may object to such claim (if any)and/or reserve its rights under this Agreement in connection therewith, and the basis any such objection and/or reservation of the Indemnified rights shall not be deemed a repudiation of this Agreement or any of Indemnifying Party’s request for indemnification under this Agreementobligations hereunder. (b) Upon receipt The Indemnifying Party shall have the right to assume the defense of a Claim Notice the Indemnified Party in connection with respect to a any Third Party ClaimClaim and shall have the sole power to direct and control such defense with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall first acknowledge in writing its indemnification obligation under and subject to this Article XII; provided, further, however, that the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim byif (i) the Indemnified Party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party; (ii) such Third Party Claim is reasonably likely, in the reasonable judgment of the Indemnified Party, to have a material effect on the Indemnified Party or the Business or involve Losses beyond the scope or limits of the indemnification obligation of the Indemnifying Party; or (iii) the Indemnifying Party shall not have assumed the defense of the litigation in a timely fashion (but in any event within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense notice of such Third Party Claim, and upon delivery of such notice by ). Once the Indemnifying PartyParty has assumed the defense of a Third Party Claim, the Indemnifying Indemnified Party shall have the right right, but not the obligation, to fully control and settle the proceeding, provided, that, participate in any such settlement or compromise defense and to employ separate counsel of its choosing at its own cost and expense. The Indemnifying Party shall be permitted hereunder only with not, without the prior written consent of the Indemnified Party, settle or compromise any Third Party Claim on a basis (i) that would result in the imposition of a consent order, injunction, decree or agreement that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) that includes a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates (iii) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnified Party and its Affiliates from all Liability with respect to the matters that are subject to such Third Party Claim or (iv) that provides for any payment by the Indemnified Party or any of its Affiliates that is not fully covered by the indemnification obligations of the Indemnifying Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any does not assume the defense of a Third Party Claim which the Indemnifying Party elects to contest, including the making within thirty (30) days of any related counterclaim against the person asserting the notice of such Third Party Claim or any cross complaint against any person. The Claim, the Indemnified Party shall have the right to receive copies assume and control its own defense. If the Indemnified Party assumes its own defense of all pleadings, notices and communications with respect to any a Third Party Claim, other than any privileged communications between the Indemnified Party shall keep the Indemnifying Party and its counselreasonably informed as to the status of, and shall be entitledany material developments related to, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any the Third Party Claim assumed Claim, provide to the Indemnifying Party any documentation or information reasonably requested by the Indemnifying Party pursuant relating to Section 4.2(b). (d) In the event of a such Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim NoticeClaim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of and shall consult with the Indemnifying Party; provided, thatand consider in good faith the Indemnifying Party’s views, any with respect to the defense strategy and budget for such settlement or compromise Third Party Claim. The Indemnified Party shall be permitted hereunder only with not, without the written consent of the Indemnifying Party, Party (which written consent shall not be unreasonably withheld withheld, delayed or delayedconditioned), pay, compromise or settle any such Third Party Claim, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within fourteen (14) days after the making of such request, to acknowledge and agree in writing that, if such Third Party Claim shall be adversely determined, such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party under and subject to this Article XII. (d) The Indemnified Party and Indemnifying Party shall, and shall cause their Affiliates to, provide reasonable cooperation to the other party in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which the Indemnified Party is seeking indemnification pursuant to this Article XII, including, but not limited to, by providing the other party with reasonable access to books, records, employees and officers (including as witnesses) of such party and its Affiliates; provided, that neither party shall be required to grant access or furnish information to the other party to the extent that such information is subject to an attorney-client, work product or other applicable legal privilege; provided, further, that each party and/or its counsel shall use their commercially reasonable efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss or waiver of attorney-client, work product or other applicable legal privilege. (e) The Indemnified Party and the Indemnifying Party shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client, work product or other applicable legal privilege.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against In the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days case of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Indemnitor may, within twenty (20) days of receipt of a Claim Notice (the “Indemnity Notice Period”), assume the defense of such Third Party Claim in which case the Indemnitor shall have the right to: (i) control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim; (ii) take all other reasonable steps or proceedings to settle or defend any such Third Party Claim; provided, that the Indemnitor shall not settle any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed, it being understood that such consent may be withheld in the Indemnified Party’s sole discretion if any such settlement does not include a complete written release of the Indemnified Party from further liability or imposes any injunctive relief or operational restrictions against such Indemnified Party); and (iii) employ counsel designated by the Indemnitor to contest any such Third Party Claim in the name of the Indemnified Party or otherwise. (b) Notwithstanding the foregoing, the Indemnitor shall not be entitled to undertake the defense of a Third Party Claim if: (i) such claim demands injunctive or other equitable relief material to the Indemnified Party; (ii) such claim involves a claim which would materially injure the Indemnified Party’s reputation, customer or supplier relations; or (iii) the Indemnitor fails diligently to defend such proceeding. (c) If the Indemnitor does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnitor shall assume the defense of any such Third Party Claim, then the Indemnified Party may defend against any such Third Party Claim by, within (30) days in any such manner as it may deem appropriate and Losses of receipt such Indemnified Party shall include the reasonable fees and disbursements of the Claim Notice, notifying counsel for the Indemnified Party as incurred. If the Indemnified Party controls the defense of any such claim, the Indemnified Party shall: (i) provide to the Indemnitor information regarding the status of the claim as the Indemnitor may reasonably request; (ii) allow the Indemnitor to participate in writing (but not control) the defense of the claim at its own expense; (iii) promptly communicate to the Indemnitor all settlement offers given or received in the proceeding; provided, however, that if the Indemnitor directs the Indemnified Party to accept any monetary settlement offer that does not impose any non-monetary obligations on the Indemnified Party, the Indemnitor agrees to be liable for such settlement, and the Indemnified Party refuses to accept such settlement offer, then the Indemnitor’s liability for such claim shall be limited to the amount of such settlement offer; (iv) obtain the prior written consent of the Indemnitor (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of the claim; and (v) reasonably cooperate with the Indemnitor in connection with such participation. (d) In the event that the Indemnifying Party elects to Indemnitor does assume the defense of such Third Party Claim, and upon delivery the Indemnitor shall: (i) provide to the Indemnified Party information regarding the status of such notice by the Indemnifying Party, claim as the Indemnifying Indemnified Party shall have may reasonably request; (ii) allow the right Indemnified Party to fully control and settle participate in (but not control) the defense of the claim at its own expense; (iii) promptly communicate to the Indemnified Party all settlement offers given or received in the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only ; and (iv) reasonably cooperate with the written consent of the Indemnified PartyParty in connection with such participation. (ce) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party parties shall have the right to receive copies of all pleadings, notices and communications use commercially reasonable efforts with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party information shared pursuant to this Section 4.2(b)9.4 to preserve attorney-client privilege. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to any matter involving this Agreement or a claim by such third Subsidiary of a party to this Agreement (a “Third Party Claim”) which ), against such Indemnified Party believes would give rise with respect to a claim for indemnification against which the Indemnifying Party is obligated to provide indemnification under this Article IVAgreement, then the Indemnified Party shall promptly (i) notify shall, prior to the expiration of the Survival Period, give the Indemnifying Party thereof reasonably prompt written notice thereof, but in writing within any event not later than thirty (30) calendar days of after receipt of such notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim. The failure to give such prompt written notice shall not, and upon delivery however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that the Indemnifying Party is prejudiced thereby. If Parent receives notice of a Third Party Claim against Parent with respect to which Parent is obligated to provide indemnification under this Agreement, Parent shall give the Equityholders’ Representatives reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. Such notice by the Indemnified Party or Parent 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 Indemnified Party or Parent. In the event Parent is the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceedingparticipate in, provided, that, any such settlement or compromise shall be permitted hereunder only with the by giving written consent of notice to the Indemnified Party. (c) If requested , to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shallshall cooperate in good faith in such defense; provided, at such Indemnifying Party shall not have the sole cost and expense right to defend or direct the defense of any such Third Party Claim that (i) the Indemnified Party reasonably believes that it would bear a larger portion of the Losses relating to the claim than the Indemnifying Party due to the Cap, (ii) seeks an injunction or other equitable relief against the Indemnified Party, cooperate or (iii) relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided further that if in the reasonable opinion of counsel to the Indemnified Party there exists a conflict of interest between the Indemnifying Party and its counsel the Indemnified Party that cannot be waived, the Indemnifying Party shall not have the right to participate in contesting or assume such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim which the Indemnifying Party elects Claim, subject to contestthis Section 9.5(a), including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party it shall have the right to receive copies of all pleadingstake such action as it deems necessary to avoid, notices and communications with respect dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party; provided, that the Indemnifying Party acknowledges that notwithstanding its assumption of the defense of such Third Party Claim, other than any privileged communications between the Indemnifying Indemnified Party and its counsel, and shall be entitled, at its sole cost and expense, the party entitled to retain separate co-counsel and the indemnification rights. The Equityholders’ Representatives shall have the right to participate in, but not control, any in the defense or settlement of any Third Party Claim assumed with counsel reasonably selected by it subject to the right of Parent as Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume control the defense or fails to make thereof. The fees and disbursements of such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim counsel shall be at the expense of the Indemnifying Partyrespective Equityholders’ Representative; provided, that, any such settlement that if in the reasonable opinion of counsel to the Indemnified Party there are legal defenses available to an Indemnified Party that are different from or compromise shall be permitted hereunder only with the written consent of additional to those available to the Indemnifying Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one counsel to such Indemnified Party for which consent the conflict of interest exists; provided further, that the Indemnifying Party shall not not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be unreasonably withheld liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or delayedproceeding.

Third Party Claims. (a) If any third All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party shall notify any claim against an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article VI (an “Indemnified Party”) shall give prompt written notification to the Indemnifying Party (a “Third Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification may be sought or, if earlier, upon the assertion of any such Indemnified claim by a third party in any written claim or demand; provided, that the failure to timely deliver a Third Party believes would give rise Claim Notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure. For purposes of this Agreement, the term “Indemnifying Party” means (i) in the case of a claim for indemnification against by the Indemnifying Party under this Article IVBuyer, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim Company and (ii) transmit to in the case of a claim for indemnification by the Company, the Buyer. Within five (5) Business Days after delivery of such Third Party Claim Notice, the Indemnifying Party a may, upon written notice (“Claim Notice”) describing in reasonable detail thereof to the nature Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party of any such Third Party Claim; provided, a copy that the Indemnifying Party shall not be entitled to assume control of all papers served with respect to such claim the defense (if any), and the basis of unless otherwise agreed in writing by the Indemnified Party’s request ) if such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party; and provided, further, that if the Indemnified Party and Indemnifying Party jointly determine, after conferring with outside counsel, that a Third Party Claim which seeks an injunction or equitable relief against the Indemnified Party can be readily separated from any related claim for indemnification under this Agreement. (b) Upon receipt monetary damages, the Indemnifying Party shall be entitled to assume the control of a the defense of the portion of such Third Party Claim Notice with respect relating to a monetary damages. Prior to the assumption of the defense of any Third Party Claim, the Indemnifying Party shall have provide a written undertaking confirming that as between the right Indemnified Party and the Indemnifying Party, any Damages related to assume the defense of any such Third Party Claim by, within (30) days of receipt shall be the sole responsibility of the Claim NoticeIndemnifying Party (to the extent indemnifiable under this Article VI and subject to the limitations contained herein). If the Indemnifying Party does not assume control of such defense, notifying the Indemnified Party in writing that shall control such defense at the Indemnifying Party’s sole expense (to the extent indemnifiable under this Article VI and subject to the limitations contained herein). The party not controlling such defense may participate therein at its own expense; provided, that, if (a) the Indemnifying Party elects to assume the defense assumes control of such Third defense and the Indemnifying Party Claim, and upon delivery fails to defend diligently the action or proceeding within ten (10) days after receiving notice of such notice by failure from the Indemnified Party or (b) if based on the written advice of counsel, the Indemnified Party reasonably concludes that there is an actual conflict of interest between the Indemnified Party and the Indemnifying Party, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party shall have be responsible for the right to fully control fees and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent expenses of more than one (1) counsel for the Indemnified Party. (c) If requested . The party controlling such 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 recommendations made by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate other party with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personrespect thereto. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect not agree to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeaction, the Indemnified Party maysuit, at its option, defend, settle, compromise or pay such action proceeding or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which may be withheld in the Indemnifying Party’s reasonable discretion. Except with the prior written consent of the Indemnified Party, which may be withheld in the Indemnified Party’s reasonable discretion, the Indemnifying Party shall not be unreasonably withheld agree to any settlement of such action, suit, proceeding or delayedclaim that (i) does not include a complete release of the Indemnified Party from all liability with respect thereto, (ii) imposes any liability or obligation on the Indemnified Party, (iii) would impose a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or (iv) would result in a finding or admission of a violation of Law by the Indemnified Party that would have an adverse effect on the Indemnified Party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing either party (the "INDEMNIFIED PARTY"), with respect to any matter involving a claim by such third party (a “Third Party Claim”"THIRD PARTY CLAIM") which such Indemnified Party believes would may give rise to a claim for indemnification against the Indemnifying Party other party (the "INDEMNIFYING PARTY") under this Article IVVIII, then the Indemnified Party shall promptly (iand in any event within fifteen (15) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing within thirty (30) days writing; provided, however, that no delay on the part of receipt of notice of such claim and (ii) transmit to the Indemnified Party in notifying the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail shall relieve the nature of the Third Indemnifying Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification from any obligation under this AgreementAgreement except to the extent the Indemnifying Party thereby is prejudiced. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the The Indemnifying Party shall have the right to assume and control the defense of any the Third Party Claim by, within (30) days with counsel of receipt of the Claim Notice, notifying its own choice reasonably satisfactory to the Indemnified Party in writing that so long as the Indemnifying Party elects to assume notifies the Indemnified Party of such defense in writing within twenty (20) days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such the Third Party Claim, and upon delivery of such notice by . (c) So long as the Indemnifying PartyParty has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.3(b), (i) the Indemnifying Party shall have not consent to the right entry of any judgment or enter into any settlement with respect to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnified Party. Party (cwhich consent shall not to be unreasonably withheld or delayed) If requested unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third does not impose an injunction or other equitable relief upon the Indemnified Party Claim which and (ii) the Indemnifying Indemnified Party elects shall not consent to contest, including the making entry of any related counterclaim against the person asserting judgment or enter into any settlement with respect to the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have without the right to receive copies prior written consent of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and (which consent shall not to be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense unreasonably withheld or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(bdelayed). (d) In the event of a Third Party Claim for which the Indemnifying Party elects does not to assume and conduct the defense or fails to make such an election within the 30 days of the Claim NoticeThird Party Claims in accordance with Section 8.3(b), the Indemnified Party maymay defend against, at its optionand consent to the entry of any judgment or enter into any settlement with respect to, defend, settle, compromise the Third Party Claim in any manner it reasonably deems appropriate (and the Indemnified Party need not consult with or pay such action or claim at the expense of obtain any consent from the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedParty in connection therewith).

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against Following the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice provided by a Purchaser Indemnified Party pursuant to Section 8.3 of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the any Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Seller Indemnifying Party shall have the right to assume defend such claim, at such Seller Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the defense of any Third Party Claim by, within (30) days of receipt of Purchaser Indemnified Party. If the Claim Notice, notifying the Indemnified Party in writing that the Seller Indemnifying Party elects to assume assumes the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partyclaim, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Purchaser Indemnified Party shall, at the sole cost and expense request of the Seller Indemnifying Party, use commercially reasonable efforts to cooperate with in such defense; provided, that the Seller Indemnifying Party shall bear the Purchaser Indemnified Party’s reasonable out-of-pocket costs and its counsel expenses incurred in contesting any Third Party Claim which connection with such cooperation. So long as the Seller Indemnifying Party elects to contestis conducting the defense of such claim as provided in this Section 8.5, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Purchaser Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to may retain separate co-counsel at its expense and may participate in, but not control, any the defense or settlement of such claim, and the Seller Indemnifying Party shall not consent to the entry of any Third Party Claim assumed by Order or enter into any settlement with respect to such claim without the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Purchaser Indemnified Party unless such Order or settlement (A) provides for the payment by the Seller Indemnifying PartyParty of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality and similar obligations relating to such claim, which consent Order or settlement), (B) results in the full and general release of the Purchaser Indemnified Party from all liabilities arising out of, relating to or in connection with such claim, and (C) does not involve a finding or admission of any violation of any law, rule, regulation or Order, or the rights of any Person. In the event the Seller Indemnifying Party does not or ceases to conduct the defense of such Third Party Claim as so provided, (i) the Purchaser Indemnified Party may defend against such Third Party Claim, provided that it shall not consent to the entry of any Order or enter into any settlement with respect to, such claim absent the prior written consent of the Seller (not to be unreasonably withheld withheld, delayed or delayedconditioned) unless such settlement or Order does require any payment or other obligation from any Seller Indemnifying Party (it being understood that any material breach of the foregoing shall relieve the Seller Indemnifying Parties from any indemnification obligation with respect to such Third Party Claim),(ii) subject to the limitations set forth in Section 8.4, the Seller Indemnifying Party shall reimburse the Purchaser Indemnified Party promptly and periodically for the reasonable out-of-pocket costs of defending against such claim, including reasonable attorneys’ fees and expenses against reasonably detailed invoices (subject to an undertaking from the Purchaser (or an Affiliate thereof) in form and substance reasonably acceptable to the Seller to repay any such reimbursements if ultimately determined by a court of competent jurisdiction that the Purchaser Indemnified Parties were not entitled to indemnification hereunder) and (iii) the Seller Indemnifying Party shall remain responsible for any Losses the Purchaser Indemnified Party may suffer as a result of such claim to the full extent provided in this Section 8.

Third Party Claims. (a) If any third party shall notify any claim or demand in respect of which an Indemnified Party in writing with respect to any matter involving might seek indemnity under this Article IX is asserted against such Indemnified Party by a claim by such third party Person other than a Seller or Purchaser (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV), then the Indemnified Party shall promptly give written notice (ithe “Third Party Claim Notice”) notify and the details thereof including an estimate of the claimed Losses and copies of all relevant pleadings, documents and information to the Indemnifying Party thereof in writing within a period of thirty (30) days following the assertion of receipt of notice of such claim and (ii) transmit the Third Party Claim against the Indemnified Party; provided that the failure to so notify the Indemnifying Party a written shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party or shall have resulted in the expiration of the relevant time period set forth in Section 9.5. Within thirty (30) days after its receipt of the Third Party Claim Notice (the “Third Party Claim Response Period”), the Indemnifying Party shall give notice to the Indemnified Party, in writing, either acknowledging or denying its obligations to indemnify and defend under this Article IX. (“Claim Notice”i) describing in reasonable detail If the nature of Indemnifying Party notifies the Indemnified Party that it acknowledges its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, a copy of all papers served with respect to in the event such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt will have a continuing effect in any material respect on the businesses of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, Company or Purchaser and upon delivery of such notice by the Indemnifying Partyis not primarily for money damages, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies conduct and control, through counsel of all pleadingsits choosing, notices and communications with respect to the defense, compromise or settlement of any Third Party Claim, other than any privileged communications between Claim against such Indemnified Party as to which indemnification will be sought by the Indemnified Party from the Indemnifying Party hereunder; provided that unless consented to by the Indemnifying Party (which consent shall not be unreasonably withheld), the Indemnified Party shall not pay, compromise or settle any such Third Party Claim. The Indemnifying Party shall cooperate fully in such defense, including making available to the Indemnified Party all books, records and documents within the Indemnifying Party’s control or that it can reasonably obtain relating to the Third Party Claim. The Indemnifying Party may at any time file any pleadings or take any other action that the Indemnifying Party reasonably believes to be necessary to protect its counsel, and shall be entitledinterests due to the failure of the Indemnified Party to diligently defend such action. The Indemnifying Party, at its sole cost and expense, to retain separate co-counsel and may participate in, but not control, any defense or settlement of any Third Party Claim assumed conducted by the Indemnifying Party pursuant to this Section 4.2(b9.4(a)(i). (dii) In If the event of a Indemnifying Party notifies the Indemnified Party that it acknowledges its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, and the Third Party Claim is solely for which money damages or where there will be no continuing effect in any respect on the businesses of the Company or Purchaser, then the Indemnifying Party elects not shall at its expense defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to assume the defense a final conclusion or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party maywill be settled, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent discretion of the Indemnifying Party, and shall pay all Losses of the Indemnified Party resulting or arising from such Third Party Claim, subject to Section 9.6; provided that unless consented to by the Indemnified Party (which consent shall not be unreasonably withheld withheld), the Indemnifying Party shall not enter into any settlement that requires a non-monetary commitment by the Indemnified Party. The Indemnified Party will cooperate fully in such defense, including making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or delayedthat it can reasonably obtain relating to the Third Party Claim. The Indemnified Party may at any time file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary to protect its interests due to the failure of the Indemnifying Party to diligently defend such action. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 9.4(a)(ii). (iii) If the Indemnifying Party notifies the Indemnified Party that it acknowledges its obligation to indemnify and defend the Indemnified Party with respect to a Third Party Claim, then, subject to Section 9.6, the Losses of the Indemnified Party resulting from or arising out of such Third Party Claim in the amount finally determined will be deemed a liability of the Indemnifying Party under this Article IX, and the Indemnifying Party shall pay the amount of such Losses to the Indemnified Party on demand. (iv) If the Indemnifying Party notifies the Indemnified Party within the Third Party Claim Response Period that the Indemnifying Party denies its obligation to indemnify and defend the Indemnified Party with respect to such Third Party Claim (provided that the failure of the Indemnifying Party to notify the Indemnified Party within the Third Party Claim Response Period whether the Indemnifying Party acknowledges its obligation to indemnify and defend the Indemnified Party with respect to such Third Party Claim shall be deemed to be notice of such a denial), the Indemnifying Party and the Indemnified Party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of thirty (30) days from the date of such notice, either party may resort to litigation in accordance with Section 9.4(c).

Third Party Claims. Following the receipt of notice of a Third Party Claim (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving other than a claim by such third solely related to Taxes), the party (a “receiving the notice of the Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party Claim shall promptly (i) notify the other party hereto of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice, and (ii) if the party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted. The Indemnified Party may, upon reasonable notice, tender the defense of a Third Party Claim to the Indemnifying Party. If: (a) the defense of a Third Party thereof in writing Claim is so tendered and within thirty (30) days of receipt of notice of thereafter such claim and (ii) transmit to tender is accepted by the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.; or (b) Upon receipt within thirty (30) days after the date on which written notice of a Claim Notice with respect to a Third Party ClaimClaim has been given pursuant to this Section 7.9, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying notify the Indemnified Party in writing that the Indemnifying Party elects wishes to assume the defense of such Third Party Claim; then, except as hereinafter provided, the Indemnified Party shall not, and upon delivery of such notice by the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim; provided, however, that the Indemnifying Party may not assume control of the defense of a Third Party Claim (1) primarily involving criminal liability on the part of the Company or any Subsidiary, (2) brought by a Significant Customer or a Significant Operating Agent or (3) in which any relief other than monetary damages is sought against the Indemnified Party. If the Indemnified Party elects to assume control over any Third Party Claim brought by a Significant Customer or Significant Operating Agent (an “Agent Claim”): (x) the Indemnified Party shall not settle or compromise any such Agent Claim without the prior written consent of the Indemnifying Party (which may be withheld in its sole discretion), (y) any counsel selected to defend the Agent Claim shall be subject to the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld) and (z) subject to the rights of the Indemnifying Party set forth in the previous items (x) and (y), the defense of any such Agent Claim shall be conducted under the same procedures, and subject to the same limitations and conditions, that would otherwise apply under this Section 7.9 if the Indemnifying Party had assumed control of the Agent Claim (and the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent rights of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personunder this Section 7.9). The Indemnified Party shall have the right to receive copies be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided. The Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim. So long as the Indemnifying Party has not lost its right and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith, and upon the advice of all pleadingscounsel, notices to settle any such matter, either before or after the initiation of litigation, at such time and communications with respect upon such terms as it deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle shall be given to the Indemnified Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VII shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, other than any privileged communications between and the Indemnifying Party and its counselfails to accept a tender or assume the defense, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any a Third Party Claim assumed by pursuant to this Section 7.9, or if, in accordance with the foregoing, the Indemnifying Party shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 4.2(b). (d) In 7.9, the event of Indemnified Party so contests, defends, litigates or settles a Third Party Claim for which the Indemnifying Party elects not it is entitled to assume the defense or fails to make such an election within the 30 days of the Claim Noticeindemnification hereunder, as hereinabove provided, the Indemnified Party mayshall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other reasonable expenses of defending, at its optioncontesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses (such reimbursement being subject to the limitations on indemnification set forth in this Agreement). The parties hereto agree that any settlement with or failure to enforce any rights against a third party shall not be deemed a waiver of any rights against any Indemnifying Party or Indemnified Party or other party. For the avoidance of doubt, Seller or an Affiliate of Seller shall have the right to control and contest, defend, litigate or settle, compromise or pay such action or claim at the expense each of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only matters set forth on Schedule 7.3(g) in accordance with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedthis Section 7.9.

Third Party Claims. (a) If any third party shall notify In the event that any Indemnified Party in writing with respect to any matter involving asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by such third any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a “"Third Party Claim”") in respect of which such Indemnified Party believes would give rise is entitled to a claim for indemnification against the Indemnifying Party under this Article IVbe indemnified, then the Indemnified Party shall promptly give written notice to the Indemnifying Party (the "Third Party Claims Notice") within 20 days after asserting or learning of such Third Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim), together with a statement specifying the basis of such Third Party Claim. The Third Party Claim Notice shall (i) notify describe the Indemnifying Party thereof claim in writing within thirty (30) days of receipt of notice of such claim reasonable detail, and (ii) transmit indicate the amount (estimated, if necessary, and to the Indemnifying Party a written notice (“Claim Notice”extent feasible) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of Losses that have been or may be suffered by the Indemnified Party’s request for indemnification under this Agreement. (b) Upon If the Indemnifying Party gives written notice to the Indemnified Party within 20 days after receipt from the Indemnified Party of the Third Party Claims Notice (the "Third Party Defense Period") that it will assume responsibility for the defense of the Third Party Claim (the "Defense Notice"), the Indemnifying Party shall conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. The Defense Notice shall specify the counsel it will appoint to defend such claim (the "Defense Counsel"); provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party fails to give the Defense Notice within the Third Party Defense Period, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim without prior consent of the Indemnifying Party and subject to the provisions of Section 8.6.1, the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (c) In the event that the Indemnifying Party disputes the claim for indemnification against it, such Indemnifying Party shall notify the Indemnified Party to such effect promptly after receipt of the Third Party Claims Notice by delivering written notice to the Indemnified Party. Once such dispute has been finally resolved in favor of indemnification by a Claim court or other tribunal of competent jurisdiction or by mutual agreement of the Indemnified Party and Indemnifying Party, subject to the provisions of Section 8.6.1, the Indemnifying Party shall within 10 days of the date of such resolution or agreement, pay to the Indemnified Party all costs, expenses, settlement amounts or other Losses paid or incurred by the Indemnified Party in connection therewith. (d) In the event that the Indemnifying Party delivers a Defense Notice with respect and thereby elects to a conduct the defense of the Third Party Claim, the Indemnifying Party shall be entitled to have the right to assume exclusive control over the defense of any the Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying and the Indemnified Party will cooperate in writing that good faith with and make available to the Indemnifying Party elects to assume the defense of such Third Party Claimassistance and materials as it may reasonably request, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, all at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right at its expense to receive copies participate in the defense assisted by counsel of all pleadings, notices and communications with respect its own choosing. The Indemnifying Party will not settle the Third Party Claim or cease to defend against any Third Party ClaimClaim as to which it has delivered a Defense Notice, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed; provided, however, such consent may be withheld for any reason if, as a result of such settlement or cessation of defense, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other than any privileged communications between obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (e) If an Indemnified Party refuses to consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, which provides for a full release of the Indemnified Party and its counselaffiliates relating to the Third Party Claims underlying the offer of settlement and solely for a monetary payment, and the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be entitledlimited to the amount of the offer of settlement, at its sole cost which the Indemnified Party refused to accept, plus the reasonable costs and expenseexpenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (f) Notwithstanding clause (d) above, the Indemnifying Party shall not be entitled to retain separate co-counsel and control, but may participate in, but not controland the Indemnified Party shall be entitled to have sole control over, any the defense or settlement of (x) that part of any Third Party Claim assumed by that (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnifying Indemnified Party, or (ii) to the extent such Third Party pursuant Claim involves criminal allegations against the Indemnified Party or (y) the entire Third Party Claim (i) if such Third Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater than the amount as to Section 4.2(b). which the Indemnified Party is entitled to indemnification under this Agreement; (dii) that if unsuccessful, would set a precedent that would have a material adverse effect on, the business or financial condition of the Indemnified Party or (iii) that in the event the Purchaser is the Indemnified Party, involves any significant client or supplier of the Purchaser or any of its operating units if, in the sole discretion of the Purchaser, the handling of such client or supplier dispute could have a material adverse effect on the business relationships of Purchaser or any of its operating units. In the event the Indemnified Party retains control of a the Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim NoticeClaim, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or will not settle the subject claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld or delayed. (g) A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 8.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced as a result of such failure to give timely notice.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof An Indemnitee will promptly, and in writing any event within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a Business Days after receiving written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and notify the basis Indemnifying Party of the Indemnified PartyThird Party Claim, giving reasonably detailed information concerning the Third Party Claim. An Indemnitee’s request for indemnification failure to provide a timely, accurate or complete notice of a Third Party Claim will not affect such Indemnitee’s rights under this Agreement. (bii) Upon receipt The Indemnifying Party will, if requested in writing by the Indemnitee, conduct the defense of a the Third Party Claim Notice with respect at its sole cost. An Indemnitee has the right to a reasonably object to counsel selected by the Indemnifying Party and select alternative counsel at the cost of the Indemnifying Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided herein, the Indemnitee may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. If the Indemnitee conducts the defense of any Third Party Claim, Indemnifying Party shall promptly reimburse the Indemnitee for the expenses of defending such Third Party Claim upon the Indemnifying Party’s receipt of periodic bills or expense reports. (iv) Neither the Indemnifying Party nor the Indemnitee will consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior consent of the Indemnitee or Indemnifying Party (as applicable), which consent must not be unreasonably withheld, conditioned, or delayed. (v) Indemnitee and Indemnifying Party will cooperate with each other in connection with the defense, negotiation, or settlement of any Third Party Claim, regardless of whether Indemnitee or Indemnifying Party conducts the defense of the Third Party Claim. Such cooperation shall have include keeping the right Indemnitee or Indemnifying Party (as applicable) reasonably informed as to assume the status of the defense of any Third Party Claim byand providing the Indemnitee or Indemnifying Party (as applicable) and its authorized employees and its professional advisers with reasonable access during normal business hours to all material technical, within (30) days of receipt legal and financial information necessary or conducive to the proper defense of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, . Each Party will keep all such information confidential and upon delivery of such notice by use the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder information only in connection with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any an indemnification claim under Section 8.2 involves a claim by a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party which the Indemnifying Party may be obligated to provide indemnification under this Article VIII (a “Third Party Claim”), the obligations of an Indemnifying Party shall be governed by and be contingent upon the following additional terms and conditions: (a) which such Indemnified An Indemnifying Party believes would give rise to may assume the defense of a claim for indemnification against Third Party Claim, so long as the Indemnifying Party under this Article IV, then notifies the Indemnified Party in writing (promptly after the Indemnified Party has received notice of the commencement of any Action with respect to the Third Party Claim, which notice shall promptly (i) notify be given by the Indemnifying Indemnified Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing specifying in reasonable detail the nature and amount of the such Third Party Claim, a copy of all papers served Claim together with respect such information as may be necessary for the Indemnifying Party to such claim (if anydetermine that the limitations in Section 8.4 have been satisfied or do not apply), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt assuming the defense of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume may appoint as lead counsel in the defense of any the Third Party Claim byany legal counsel selected by the Indemnifying Party, within which counsel shall be subject to approval by the Indemnified Party (30which approval shall not be unreasonably withheld, conditioned or delayed). In the event the Indemnifying Party assumes the defense of a Third Party Claim pursuant to the terms of Section 8.3(a), the Indemnified Party shall immediately deliver to the Indemnifying Party copies of all notices and documents (including court papers) days of receipt of the Claim Notice, notifying received by the Indemnified Party in writing that connection with the Third Party Claim. (c) So long as the Indemnifying Party elects to assume is conducting the defense of the Third Party Claim in accordance with Section 8.3(a), the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, subject to the Indemnifying Party’s control thereof. The Indemnifying Party shall have full authority and the exclusive right to determine all action to be taken with respect thereto, including consenting to the entry of any judgment or entering into any settlement with respect to the Third Party Claim, unless such settlement (i) includes injunctive or other equitable relief imposed against any Indemnified Party or (ii) contains an admission of wrongdoing or liability on behalf of any Indemnified Party, in which case, the consent of the Indemnified Party shall be required for the Indemnifying Party to settle such claim. (d) If the Indemnified Party has available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies take over and assume control the defense of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any such Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense sole cost of the Indemnifying Party; provided, thathowever, any that if the Indemnified Party does so take over and assume control of such settlement or compromise Third Party Claim, the Indemnified Party shall be permitted hereunder only with not settle such of such Third Party Claim without the written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld withheld, conditioned or delayed. (e) Regardless of whether the Indemnifying Party or the Indemnified Party assumes the defense of the Third Party Claim, the Parties shall cooperate with each other in the defense or prosecution thereof. Without limiting the generality of the foregoing sentence, the Parties shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by any Party and, as may be reasonably related to any such Third Party Claim, shall provide access to the Representatives of such Party during normal business hours to all properties, personnel, books, tax records contracts, commitments and all other business records of such other Party and will furnish to such other Party copies of all documents as may reasonably be requested (certified, if so requested).

Third Party Claims. (ai) If any third party shall notify assert any claim or demand or commence a Legal Proceeding against an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) for which such an Indemnified Party believes would give rise to will make a claim for indemnification against the Indemnifying Party under this Article IVVI, then the Indemnified Party shall promptly promptly, and in no event later than twenty (i20) notify Business Days after the Indemnifying date on which the Indemnified Party thereof in writing within thirty (30) days is made aware of receipt of such Third Party Claim, provide a written notice of such claim and (ii) transmit Third Party Claim to the Indemnifying Party a written notice (“Claim Notice”) describing setting forth in reasonable detail the nature of the claim, the basis on which indemnification is sought and, to the extent such amount is reasonably calculable, the amount of the asserted Damages; provided, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall reduce the Indemnified Party’s rights to indemnification under this Article VI unless (and then only to the extent) the Indemnifying Party is actually prejudiced by such delay. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party promptly and in no event later than twenty (20) Business Days following receipt thereof, copies of all correspondence, notices and documents (including court papers) received by the Indemnified Party relating to any such Third Party Claim. (ii) Any Indemnifying Party shall have the right (but not the obligation), upon written notice to the Indemnified Party delivered no later than thirty (30) days after receipt by the Indemnifying Party of the claim for indemnification, to assume the conduct and control, through counsel of its choice reasonably satisfactory to the Indemnified Party, and at the expense of the Indemnifying Party, of the settlement or defense of the Third Party Claim; provided, that: (A) the Third Party Claim must seek (and continue to seek) solely monetary damages; and (B) the Indemnifying Party expressly agrees in writing that it will be liable for any Damages incurred by the Indemnified Party in connection with such Third Party Claim, a copy of all papers served with respect subject to such claim (if any), the limitations set forth in this Article VI and the basis additional terms and conditions of the Indemnified Party’s request for indemnification under this Agreement. . To the extent that any Third Party Claim relates to a claim under Sections 6.1(a) or (b) Upon receipt of a Claim Notice with respect to a Third Party Claimthis Agreement, then the Indemnifying Party Stockholders shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense conduct and control of such Third Party Claim, and upon delivery of such notice by defense in accordance with the Indemnifying Partyimmediately preceding sentence. Notwithstanding the foregoing, the Indemnifying Party shall have cannot assume the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with defense if the Indemnified Party reasonably believes, on the written consent advice of the Indemnified Party. (c) If requested by counsel, that the Indemnifying Party, ’s conduct of the Third Party Claim gives rise to a conflict of interest. The Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, shall reasonably cooperate with the Indemnifying Party and its counsel in contesting connection therewith on any Third Party Claim which mutual issue, and the Indemnifying Party shall permit the Indemnified Party to participate in such defense through counsel chosen by the Indemnified Party; provided, that the fees and expenses of such counsel shall be borne solely by such Indemnified Party. The Indemnified Party shall not pay or settle such Third Party Claim. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days after receipt of the claim for indemnification that it elects to contest, including undertake the making defense of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The the Indemnifying Party is prevented from undertaking such defense pursuant to the second sentence of this Section 6.3(a)(ii), then the Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any contest such Third Party Claim, other than Claim but shall not thereby waive any privileged communications between right to seek indemnity from the Indemnifying Party and its counseltherefor pursuant to this Article VI; provided, and that the Indemnifying Party shall be entitledhave the right to participate, at its sole cost and the Indemnifying Party’s expense, to retain separate co-counsel and participate in, but not control, any in the defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, thatfurther, that any such settlement or compromise of any Third Party Claim by the Indemnified Party that includes indemnifiable Damages shall be permitted hereunder only with require the prior written consent of the Indemnifying Party. Any settlement or compromise of any Third Party Claim by the Indemnifying Party shall require the prior written consent of the Indemnified Party; provided, which that no such consent shall be required for any such settlement or compromise that (1) is exclusively monetary, and the Indemnifying Party will pay greater than two-thirds (2/3) of such amounts, and (2) does not contain an admission of liability on the part of any Indemnified Party. (iii) Any party controlling the defense of any Third Party Claim pursuant hereto shall: (A) conduct the defense of such Third Party Claim and keep the other party reasonably informed of material developments in the Third Party Claim at all stages thereof; (B) promptly submit to the other party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith; (C) permit the other party and its counsel to confer on the conduct of the defense thereof; and (D) use commercially reasonable efforts to permit the other party and its counsel an opportunity to review all material legal papers to be unreasonably withheld submitted prior to their submission where practicable. (iv) All of the Parties shall reasonably cooperate in the defense or delayedprosecution of any Third Party Claim in respect of which indemnity is sought hereunder and Buyer and Stockholders (or a duly authorized representative of such Party) shall (and Buyer shall cause the Company to) furnish such records, information and testimony, attend such conferences, discovery proceedings, hearings, trials and appeals, and make such employees available on a mutually convenient basis to provide additional information and explanation of any relevant material, in each case as may be reasonably requested in connection therewith; provided, that notwithstanding anything to the contrary in this Agreement, no party shall be required to disclose any information to the other party or its counsel, accountants or representatives, if doing so would be reasonably expected to violate any Law to which such Person is subject or could jeopardize (in the reasonable discretion of the disclosing party) any attorney-client privilege available with respect to such information; provided further, that the Buyer and the Stockholders shall use commercially reasonable efforts to enter into a joint defense agreement to permit free disclosure of information between the Parties and their respective counsel and representatives without jeopardizing any attorney-client privilege.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to provide notice in a timely fashion shall not affect an Indemnified Party’s right to indemnification hereunder except to the extent that the Indemnifying party is actually prejudiced by such delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with With respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its own expense, to participate in or assume control of the defense negotiation, settlement or defence of any the Third Party Claim byand, within (30) days of receipt of in such event, the Claim Notice, notifying Indemnifying Party shall reimburse the Indemnified Party in writing that for all of the Indemnified Party's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Partycontrol, the Indemnifying Indemnified Party shall have the right to fully participate in the negotiation, settlement or defence of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of legal counsel, in which case legal counsel satisfactory to both the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. (b) If the Indemnifying Party, having elected to assume control as contemplated in Section 10.7(a), thereafter fails to defend such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and settle the proceeding, provided, that, any such settlement or compromise Indemnifying Party shall be permitted hereunder only with bound by the written consent of results obtained by the Indemnified PartyParty with respect to such Third Party Claim. (c) In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable laws to make a payment to any Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or, if the Indemnifying Party is the Shareholder, the elected Indemnified Party may elect to have such the applicable amount set-off against future payments payable to the Shareholder provided that the Shareholder shall confirm in writing the set off amount. If requested the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, at forthwith after receipt of the sole cost and expense of difference from the Third Party, pay such difference to the Indemnifying Party. (d) Except in the circumstances contemplated by Sections 10.7(b), cooperate with whether or not the Indemnifying Party and its counsel in contesting any Third Party Claim which assumes control of the Indemnifying Party elects to contestnegotiation, including the making settlement or defence of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defendshall not negotiate, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only Third Party Claim except with the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld delayed or delayedwithheld). (e) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim. (f) The Parties shall use their commercially reasonable efforts to cooperate with each other with respect to Third Party Claims, shall keep each other advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a representative who will keep himself or herself informed about and be prepared to discuss the Third Party Claim with his or her counterpart and with legal counsel at all reasonable times. (g) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not settle any Third Party Claim without the consent of the Indemnified Party unless the settlement includes a complete release of the Indemnified Party with respect to the claim. (h) Notwithstanding anything to the contrary herein, if the Indemnifying Party: (i) is not entitled to assume the investigation and defence of a Third Party Claim under this Agreement; (ii) does not elect to assume the investigation and defence of a Third Party Claim; (iii) assumes the investigation and defence of a Third Party Claim but fails to diligently pursue such defence; or (iv) the Indemnified Party reasonably concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Party has the right (but not the obligation), to undertake the defence of the Third Party Claim. (i) In the case where the Indemnifying Party fails to diligently pursue the defence of the Third Party Claim or the Indemnified Party reasonably concludes that the Third Party Claim is not being defended to its satisfaction, acting reasonably, the Indemnified Party may not assume the defence of the Third Party Claim unless the Indemnified Party gives the Indemnifying Party written demand to diligently pursue the defence and the Indemnifying Party fails to do so within ten (10) days after receipt of the demand, or such shorter period as may be required to respond to any deadline imposed by a court, arbitrator or other tribunal or Governmental Body.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b).. ​ (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, provided that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect shall have any Claim asserted against such Indemnified Party by a Person that is not a Party to any matter involving a claim by such third party this Agreement (a “"Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV"), then the Indemnified Party promptly shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written Claim Notice relating to such Third Party Claim. Prior to the expiration of the 45-day period following the Indemnifying Party's receipt of such notice (“Claim Notice”the "Election Period"), Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 7 with respect to such Third Party Claim. (b) describing in reasonable detail If an Indemnifying Party notifies an Indemnified Party within the nature Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article 7, the Indemnifying Party shall assume the defense of the Third Party Claim, a copy of all papers served with respect to such claim (if any)at its sole cost and expense, and shall prosecute such defense diligently to a final conclusion or settle such Third Party Claim at the basis discretion of the Indemnified Party’s request for indemnification under Indemnifying Party in accordance with this Agreement. (b) Upon receipt Section 7.4(b). The Indemnifying Party shall have full control of a Claim Notice with respect to a Third Party Claimsuch defense and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnifying Party shall have the right not consent to assume the defense entry of any Third Party Claim by, within judgment or enter into any settlement (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with either case without the written consent of the Indemnified Party. (c) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete and unconditional release from all liability in respect of such claim or litigation or the effect of which is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered directly or indirectly, against any Indemnified Party. If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, agrees to cooperate fully with the Indemnifying Party and its counsel at the Indemnifying Party's expense in contesting any Third Party Claim which that the Indemnifying Party elects to contest, including including, without limitation, the making of any related counterclaim against the person Person asserting the Third Party Claim or any cross cross-complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to this Section 4.2(b). (d7.4(b) In the event of a Third Party Claim for which the Indemnifying Party elects not and shall bear its own costs and expenses with respect to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedparticipation.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the an Indemnifying Party under this Article IVVIII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of following receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), ) and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such Claim Notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnification hereunder, except to the extent that the Indemnifying Party shall have been materially and adversely prejudiced by such failure or delay. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from receipt of such Claim Notice that the Indemnifying Party disputes such claim for indemnification under this Agreement, the Indemnifying Party shall be deemed to have accepted and agreed with such claim for indemnification under this Agreement. (b) Upon the receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, by notifying the Indemnified Party in writing within thirty (30) days of receipt of the such Claim Notice, notifying the Indemnified Party in writing Notice that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the relevant proceeding, provided, that, ; provided that any such settlement or compromise shall be permitted hereunder only with require the prior written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim arises out of or results from any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VIII. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person third party asserting the Third Party Claim or any cross complaint against any personPerson. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any such Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b8.3(b). (d) In the event that the Indemnifying Party fails to elect to assume the defense of a Third Party Claim for which within thirty (30) days of receipt of the Indemnifying Party elects not relevant Claim Notice or otherwise fails to assume continue the defense or fails to make such an election within the 30 days of the Claim NoticeIndemnified Party in good faith, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify notifies any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s 's request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party.. Subscription Agreement – ValueOne, Inc. PAGE 6 of 10 (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against In the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days case of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at its expense, to participate in or assume control of the negotiation, settlement or defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive participate in the negotiation, settlement or defense of such Third Party Claim and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel at its expense or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to a conflict of interest between them. The Indemnified Party shall co-operate with the Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defense and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all pleadingssuch documents and require its personnel to provide such statements as the Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. If, notices having elected to assume control of the negotiation, settlement or defense of the Third Party Claim, the Indemnifying Party thereafter fails to conduct such negotiation, settlement or defense with reasonable diligence, then the Indemnified Party shall be entitled, after ten (10) days' notice to the Indemnifying Party, to assume such control and communications the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. (b) If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, other than any privileged communications between the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed. Whether or not the Indemnifying Party and its counselassumes control of the negotiation, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any settlement or defense or settlement of any Third Party Claim assumed by Claim, the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a shall not settle any Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such consent is not obtained for any reason within a reasonable time after the request therefor.

Third Party Claims. (ai) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such a third party is made against a Buyer Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) in respect of, arising out of or involving a matter for which the Indemnified Party is entitled to be indemnified pursuant to this Article VI (a “Third Party Claim”) which ), such Indemnified Party believes would give rise to a claim for indemnification against shall notify the indemnifying party (the “Indemnifying Party”) in writing of the Third Party under this Article IV, then the Claim promptly following receipt by such Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent (and only to the extent) the Indemnifying Party shall have been actually and materially prejudiced as a copy result of such failure. (ii) The Indemnified Party shall control all papers served proceedings in connection with such Third Party Claim and, without limiting the foregoing, may in its sole discretion, subject to Section 6.04(a)(iii), pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Governmental Authority with respect thereto, and, subject to Section 6.04(a)(iii), may, in its sole discretion, either pay the amount claimed and xxx for a refund where applicable Law permits such refund suits or settle or contest the Third Party Claim. For the avoidance of doubt, neither Indemnifying Party nor Indemnifying Party’s counsel shall be entitled to participate in the defense of any Third Party Claim; provided that the Indemnified Party shall use reasonable efforts to provide Indemnifying Party with records and information that are reasonably relevant to such Third Party Claim. The Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party with respect to such claim (if any), and the basis of the any Third Party Claim for which Indemnified Party’s request for Party is entitled to indemnification under this Agreement. (biii) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying The Indemnified Party shall have the right to assume the defense of not settle or compromise any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with without the written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld withheld, conditioned or delayed. No such consent will be required if the Indemnified Party agrees to non-monetary remedies or to forego all claims for indemnification from the Indemnifying Party with respect to such Third Party Claim; provided, however, that the Indemnified Party shall use reasonable efforts to obtain in such settlement a release of the Indemnifying Party with respect to all such Third Party Claims.

Third Party Claims. (a) 9.4.1 If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Indemnity Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect relates to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying that the Indemnified Party in writing that is required by applicable Law to pay without a prior opportunity to contest it but with an ability to contest such matter subsequent the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticepayment, the Indemnified Party may, at despite Sections 9.4.3, 9.4.5 and 9.4.5.1, make the payment without affecting its optionright to make an Indemnity Claim in accordance with this Agreement. 9.4.2 The Indemnified Party will promptly deliver to the Indemnifying Party copies of all correspondence, defendnotices, assessments or other written communication received by the Indemnified Party in respect of any Third Party Claim. 9.4.3 The Indemnified Party will not negotiate, settle, compromise or pay such action any Third Party Claim with respect to which it has asserted or claim at proposes to assert an Indemnity Claim, without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written prior consent of the Indemnifying Party, which consent shall will not be unreasonably withheld withheld. 9.4.4 The Indemnified Party will not cause or delayedpermit the termination of any right of appeal in respect of any Third Party Claim which is or might become the basis of an Indemnity Claim without giving the Indemnifying Party written notice of the contemplated or potential termination in time to grant the Indemnifying Party a reasonable opportunity to contest the Third Party Claim. 9.4.5 If the Indemnifying Party first acknowledges in writing its obligation to satisfy an Indemnity Claim to the extent of any binding determination or settlement in connection with a Third Party Claim (or enters into arrangements otherwise satisfactory to the Indemnified Party), in any legal or administrative proceeding in connection (including any audit with respect to Taxes) with the matters forming the basis of a Third Party Claim, the following will apply: 9.4.5.1 the Indemnifying Party will have the right, subject to the rights of any insurer or third party having potential liability therefor, by written notice delivered to the Indemnified Party within 20 Business Days of receipt by the Indemnifying Party of the notice of the Indemnity Claim to (i) participate in the negotiation, defence or settlement of a Third Party Claim; or (ii) assume carriage and control of the negotiation, defence or settlement of a Third Party Claim and the conduct of any related legal or administrative proceedings at the expense of the Indemnifying Party and by its own counsel; 9.4.5.2 if the Indemnifying Party elects to assume carriage and control, the Indemnified Party will have the right to participate at its own expense in the negotiation, defence or settlement of a Third Party Claim assisted by counsel of its own choosing; and

Third Party Claims. (a) If any third All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party shall notify any claim against an Indemnified Party shall be made in writing accordance with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such the following procedures. An Indemnified Party believes would shall give rise prompt (but in any event within thirty (30) days) written notification to a claim for indemnification against the Indemnifying Party under this Article IVof the commencement of any Action relating to a third-party claim for which indemnification may be sought or, then if earlier, upon the Indemnified Party shall promptly (i) assertion of any such claim by a third party; provided, however, that failure to notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party is prejudiced by such failure. Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such third-party claim and the amount of the Damages claimed. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof in writing to the Indemnified Party, assume control of the defense of such Action or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense within thirty (30) days of receipt of after the notice of such claim, the Indemnified Party against whom such claim has been made may, without prejudice to its right, if any, of indemnification hereunder and (ii) transmit upon further notice to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail Party, undertake the nature defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense, of the Third Party ClaimIndemnifying Party, a copy subject to (i) the right of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right claim at any time prior to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settlesettlement, compromise or pay such action final determination thereof and (ii) in the case of any compromise or claim at settlement, the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld withheld, conditioned or delayed. If, pursuant to the preceding sentence, the Indemnified Party so contests, defends, litigates or settles a claim for which it is entitled to indemnification hereunder, the Indemnified Party shall, subject to any defense that the Indemnifying Party may have that it is not obligated to provide indemnity, be reimbursed by the Indemnifying Party for the reasonable attorneys' fees and other expenses of contesting, defending, litigating and settling the claim that are incurred from time to time, promptly following the presentation to the Indemnifying Party of itemized bills for such reasonable attorneys' fees and other expenses. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Action or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be considered "Damages" for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such Action or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto, and the Parties shall use commercially reasonable efforts to avoid production of confidential information and to preserve any applicable attorney-client or work-product privileges. If the Indemnifying Party assumes the defense of an Action or claim, the Indemnified Party shall agree to any settlement of such Action or claim that the Indemnifying Party may recommend that by its terms (or pursuant to a binding commitment of the Indemnifying Party) obligates the Indemnifying Party to pay the full amount of any Damages payable in connection with such settlement; provided, however, that such settlement would not result in or reasonably be expected to lead to (i) the imposition of an Order that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of law by the Indemnified Party or any of its Affiliates, (iii) injunctive or other equitable relief against the Indemnified Party or (iv) any liability or creation of any financial or other obligation on the part of the Indemnified Party. The Indemnifying Party shall not agree to any settlement of such Action or claim that does not include a complete release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVARTICLE VI, then the Indemnified Party shall promptly following receipt of notice of such claim (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure or delay. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, ; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages) or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE VI. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 6.02(b), the Indemnifying Party shall conduct such defense in good faith. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including in connection with the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b6.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim for indemnity arises in connection with a claim made by such a third party (a “"Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any"), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, at any time after receipt of an Indemnification Notice, with respect to such Third Party Claim to assume the defense (which assumption may be made under a reservation of rights) and to control the settlement and compromise of such action or claim at its sole expense. The Indemnified Party shall cooperate in such defense as reasonably necessary to enable the Indemnifying Party to conduct its defense, including providing the Indemnifying Party with reasonable access to such records as may be relevant to its defense. The Indemnifying Party shall be entitled to settle any such Third Party Claim by, within (30) days of receipt of without the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Party. (c) If requested Party provided that the Indemnifying Party provides the Indemnified Party with reasonable assurances that the Indemnified Party will be fully indemnified by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate in connection with the Indemnifying Party and its counsel in contesting any such Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any personClaim. The Indemnified Party shall have the right be entitled to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and retain its counsel, and shall be entitled, own counsel at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of own expense in connection with any Third Party Claim assumed by that the Indemnifying Party pursuant has elected to Section 4.2(b). (d) In the event of a Third Party Claim for which defend. If the Indemnifying Party elects not to assume conduct the defense or fails to make such an election within the 30 days of the Claim Noticea Third Party Claim, the Indemnified Party may, at its option, defend, settle, compromise or pay may defend and/or settle such action or claim at the expense of the Indemnifying PartyThird Party Claim; provided, thathowever, any such settlement or compromise shall be permitted hereunder only with the written consent of that the Indemnifying PartyParty shall not be liable for any costs, damages, or expenses arising out of any settlement effected without its prior written consent, which consent shall not be unreasonably withheld withheld. The Indemnified Party and the Indemnifying Party agree to keep each other reasonably informed as to the progress of any matter that is the subject of a Third Party Claim . The Indemnified Party further agrees to take any and all reasonable steps, including (without limitation) those steps reasonably requested by the Indemnifying Party, to mitigate any losses, damages, or delayedexpenses with respect to any Third Party Claim under this Agreement and to cooperate with the defense thereof. In the event it is ultimately determined that the Indemnified Party was not entitled to indemnification for a Third Party Claim, and the Indemnifying Party has nonetheless assumed the defense of such asserted liability, then the Indemnified Party shall, at such time as it is ultimately determined that the Indemnified Party was not entitled to indemnification, reimburse the Indemnifying Party for the reasonable costs and expenses, including reasonable attorney's fees, incurred by the Indemnified Party in connection with such assumption.

Third Party Claims. (a) If All Third Party Claims (other than any third party shall notify any Indemnified Party in writing claim with respect to any matter involving a claim Taxes, which shall be governed by such third party Section 10.1) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article VIII (an “Indemnified Party”) shall give prompt written notification (a “Third Party ClaimClaim Notice”) which to the Person obligated to indemnify under such Indemnified Party believes would give rise Section (an “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a third party claim for which indemnification against may be sought or, if earlier, upon the assertion of any such claim by a third party; provided, that the failure to promptly notify the Indemnifying Party under this Article IVwill not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, then except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to give such notice. Such Third Party Claim Notice shall include a description in reasonable detail of the facts constituting the basis for such Third Party Claim and the amount of the Losses claimed. Within ten (10) Business Days after delivery of such Third Party Claim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense with counsel reasonably satisfactory to the Indemnified Party of any such Third Party Claim. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall promptly (i) notify control such defense. The party not controlling such defense may participate therein at its own expense. If the Indemnifying Party thereof in writing within thirty (30) days assumes the defense of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, then no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall have not be unreasonably withheld or delayed. If notice is given to an Indemnifying Party of the right to assume the defense assertion of any Third Party Claim byand the Indemnifying Party does not, within ten (3010) days of receipt of Business Days after the Claim NoticeIndemnified Party’s notice is given, notifying give notice to the Indemnified Party in writing that of the Indemnifying Party elects Party’s election to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) If requested by the Indemnifying Party, then the Indemnified Party shall, at may control such defense provided that the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect not agree to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Noticeaction, the Indemnified Party maysuit, at its option, defend, settle, compromise or pay such action proceeding or claim at without the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld or delayed. (b) Notwithstanding the foregoing, the Indemnifying Party will not be entitled to assume (or retain, as applicable) control of such defense if (i) the claim for indemnification relates to or arises in connection with any criminal Action, indictment or allegation against the Indemnified Party, or (ii) the Indemnifying Party fails to vigorously and continuously prosecute or defend such claim in good faith or fails to begin such prosecution or defense in a timely manner. (c) Each Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein, and each Party agrees that process may be served on such Party with respect to such a claim anywhere in the world. *** Confidential Information, indicated by [***], has been omitted by this filing and filed separately with the Securities and Exchange Commission. (d) With respect to any Third Party Claim subject to indemnification under this Article VIII: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Third Party Claim and any related Actions at all stages thereof where such Person is not represented by its own counsel and shall consider recommendations made by the other Party with respect thereto, (ii) the Parties agree (each at its own expense) 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) the Parties agree to use commercially reasonable efforts to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges of the other Party.

Third Party Claims. (a) If any third party shall notify any an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IVIX, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail detail, to the extent reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent any Losses are increased by an amount in excess of US$50,000 by the failure of the Indemnified Party to promptly notify the Indemnifying Party. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified PartyParty which consent shall not be unreasonably withheld or delayed; and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party ClaimClaim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 9.02(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b9.02(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.