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 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 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 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 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 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 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 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 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 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. (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 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 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 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 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. 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 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 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 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 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 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 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 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 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; 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 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 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. 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 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 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. (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 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 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 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 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 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. (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 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 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. (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) a. If a Claim is made against the Purchaser Indemnified Party by 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 or if the Purchaser 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 receives notice of such any potential claim and (ii) transmit that would be expected to the Indemnifying Party a written notice (“Claim Notice”) describing result 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, and in respect of which the Purchaser Indemnified Parties may make a claim for indemnification, in accordance with the terms of this Agreement, against the Indemnifying Party, then the Purchaser Indemnified Party shall notify the Indemnifying Party of such Third Party Claim in writing within 15 (Fifteen) days (“Third Party Claim Notice”). Notwithstanding the foregoing, if the Third Party Claim Notice is not delivered within the abovementioned time period, the Indemnifying Party shall have not be relieved of its indemnity obligations, except and only to the right extent the Losses are increased due to such delay. b. Upon receipt of the Third Party Claim Notice, the Indemnifying Party shall be entitled to assume defence of such Third Party Claim, provided it notifies to the Purchaser Indemnified Party within 15 (Fifteen) days of the receipt of the Third Party Claim Notice that it would assume defence of the Third Party Claim and such notice also confirms that it shall keep the Purchaser Indemnified Party(ies) appropriately informed of matters pertaining to such actions and consult the Purchaser Indemnified Party(ies) in good faith with respect to the conduct of such defence. Upon assuming the defence of the Third Party Claim as aforesaid, the Indemnifying Party shall be entitled take such action, at its own cost and expense with respect to such Third Party Claim, in such manner as they deem fit, provided that it shall not consent to entry of any judgment or enter into any settlement without the prior written approval of the Purchaser Indemnified Party, unless any such judgment or settlement discharges the Purchaser Indemnified Party from all liabilities and/ or obligations. The Indemnifying Parties shall not be entitled to assume or maintain control of the defense of any Third Party Claim by, within (30) days of receipt and shall pay the reasonable fees and expenses of the counsel retained by the relevant Purchaser Indemnified Persons if (i) the Third Party Claim Noticerelates to or arises in connection with any criminal proceeding, notifying action, indictment, allegation or investigation, (ii) the relevant Purchaser Indemnified Persons reasonably believes that an adverse determination with respect to the Third Party in writing that Claim would be detrimental to the reputation or future business prospects of such Purchaser Indemnified Persons or any of its Affiliates, (iii) the Third Party Claim seeks an injunction or equitable relief against the Purchaser Indemnified Persons or any of its Affiliates, or (iv) the Indemnifying Parties have failed or is failing to prosecute or defend vigorously the Third Party elects Claim and Purchaser Indemnified Persons Person(s) is/are required to assume the take 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.Claims (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 c. In relation to any Third Party Claim, other than any privileged communications between if (i) 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 does not control, any defense or settlement assume control of any such Third Party Claim assumed by within a period of 30 (Thirty) Business Days from the Indemnifying Party pursuant to Section 4.2(b). (d) In date of receipt of the event of a Third Party Claim for which Notice and does not inform the Purchaser Indemnified Party of its choice regarding whether or not it wishes to assume control of the Third Party Claim; the Purchaser Indemnified Party may take such action (including legal proceedings and appointing independent legal counsel, at the cost of the Indemnifying Party elects not to assume Parties) as they deem necessary, provided that any settlement or entry into judgement shall be undertaken only with 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 prior approval 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 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 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 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 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. (ai) 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 an Affiliate of a claim by such third party to this Agreement (a “Third Third-Party Claim”) which against 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 which such claim (if any), and the basis of the Indemnified Party’s request for Indemnifying Party may be obligated to provide indemnification under this Agreement. , Indemnified Party shall assume and control the settlement and defense of such Proceeding and appoint and select lead counsel. Indemnified Party shall keep Indemnifying Party reasonably informed of the defense of such Proceeding by providing copies of any pleadings or other material communications. Indemnifying Party shall (band shall cause its Affiliates to) Upon receipt provide reasonable cooperation to Indemnified Party in connection with the defense or settlement of a Claim Notice with respect to a Third Party Claimsuch Proceeding, the including by making available, at Indemnified Party’s expense, such witnesses, records, materials and other information in such Person’s possession or under such Person’s control as may be reasonably requested by Indemnified Party. 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 entitledright, at its sole own cost and expense, to retain separate coparticipate in the defense of any Third-Party Claim with counsel and participate inselected by it subject to Indemnified Party’s right to control the defense thereof. (ii) Notwithstanding any other provision of this Agreement, but Indemnified Party shall not control, compromise or otherwise enter into any defense judgment or settlement of any Third Third-Party Claim assumed without the prior written consent of Indemnifying Party, other than a compromise, judgment or settlement that (A) is on exclusively monetary terms with, subject to the limitations in Section 9.4, such monetary amounts paid by the Indemnifying Party pursuant to Section 4.2(b). (d) In concurrently with 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 effectiveness of the Claim Noticecompromise, judgement or settlement, (B) does not involve any finding or admission of violation of Law or admission of wrongdoing by the Indemnified Party mayand (C) provides in customary form, at its optionan unconditional release of, defendor dismissal with prejudice of, settle, compromise or pay all claims against any Indemnified Party potentially affected by 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 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) 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 assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to the Indemnified Party, of such Third Party Claim, and the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall have give the right to assume the defense Indemnified Party advance written notice of any proposed compromise or settlement and shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to or enter into any compromise or settlement with respect to such Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying that commits the Indemnified Party in writing that 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. During such [***] period (and thereafter for so long as the Indemnifying Party elects to assume has assumed and is conducting the defense of such Third Party Claim), and upon delivery the Indemnified Party may not compromise or settle such Third Party Claim for which it is seeking indemnification hereunder without the prior written consent of such notice by the Indemnifying Party, the . No Indemnifying Party shall have may consent to the right entry of any judgment that does not relate solely to fully control and settle the proceeding, provided, that, monetary damages 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 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 withheld, conditioned or delayed. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such Third Party Claim through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne solely 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. The Parties shall reasonably 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, 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 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 9.6.1 Upon the Indemnifying Party under this Article IVBuyer or, 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 Claimfollowing Closing, a copy Group Company, becoming aware 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 Buyer shall have promptly give written notice to the right Majority Sellers and the Buyer shall and, following Closing, procure that each Group Company shall: a) take any action reasonably required to assume the defense of any recover amounts related to such Third Party Claim byfrom any Person other than a Seller and not take any action which may prejudice or limit any such right; b) give the Majority Sellers and its Representatives (or anyone appointed by the Majority Sellers) reasonable access to relevant personnel, within (30) days of receipt properties, premises, accounts, documents and records of the Claim NoticeBuyer and the Group Companies (including to take copies thereof, notifying the Indemnified Party as applicable) in writing that the Indemnifying Party elects to assume the defense respect of such Third Party Claim; and c) allow the Majority Sellers and its Representatives (or anyone appointed by the Majority Sellers), to, at its request, handle any negotiation, proceeding, dispute or litigation relating to any Third Party Claim and upon delivery grant all authorizations, etc. necessary therefor. 9.6.2 The Person handling the negotiation, proceeding, dispute or litigation relating to any Third Party Claim (the “Controlling Party”) shall: a) ensure that the Buyer or the Majority Sellers, as the case may be (the “Assisting Party”) as well as, if relevant, the insurer under the R&W Insurance will be: Table of Contents (i) informed without undue delay of the developments of such notice by the Indemnifying PartyThird Party Claim; (ii) allowed to participate in and give advice to any negotiation, the Indemnifying Party shall have the right to fully control and settle the proceeding, provideddispute or litigation with respect to such Third Party Claim; and (iii) provided with copies of any correspondence or documentation material to the negotiation, thatproceeding, dispute or litigation with respect to such Third Party Claim, provided always that such disclosure is possible without jeopardizing the outcome thereof or legal privilege in relation thereto; b) not make any such admission of liability, agreement, settlement or compromise shall be permitted hereunder only with any Person with respect to such Third Party Claim, without obtaining the prior written consent of the Indemnified Party.Assisting Party (such consent not to be unreasonably withheld, delayed or conditioned); and (c) If take any action reasonably requested by the Indemnifying Party, the Indemnified Assisting Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any respect to such Third Party Claim which the Indemnifying Party elects to contestClaim, including to reasonably consider any advice provided by the making Assisting Party in respect of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. settlement, compromise or discharge of the Third Party Claim requested by the Assisting Party. 9.6.3 The Indemnified Assisting Party shall have provide the right Controlling Party with any assistance reasonably requested by the Controlling Party in order to receive copies of all pleadingshandle any negotiation, notices and communications with respect proceeding, dispute or litigation relating to any Third Party Claim. Each other Seller shall provide the Majority Sellers with any assistance reasonably requested by the Majority Sellers in its capacity as the Controlling Party or Assisting Party, as the case may be. 9.6.4 The Majority Sellers may from time to time decide that any other than any privileged communications between Seller shall have corresponding rights or obligations under this Section 9.6 as the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, Majority Sellers in relation 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, involving 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 delayedSeller.

Third Party Claims. (aA) If any Claim Notice identifies any Claim brought by a third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party Person (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against "THIRD PARTY CLAIM"), the Indemnifying Party under this Article IVwill have the right, then exercisable by written notice to the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) calendar 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 with counsel selected by the Indemnifying Party that is reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of, and the full responsibility for paying or otherwise discharging such Third Party Claim, the Indemnifying Party shall will not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof and the Indemnified Party will have the right to fully control and settle participate at its own expense in the proceeding, provided, that, any defense of such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. (c) Third Party Claim. If requested by the Indemnifying PartyParty does not assume the defense of such Third Party Claim, the Indemnified Party shall, may defend such Third Party Claim 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 may still participate in, but not control, any the defense or settlement of such Third Party Claim at the Indemnifying Party's sole cost and expense. (B) The party responsible for the defense of any Third Party Claim assumed (a "RESPONSIBLE PARTY") shall, to the extent reasonably requested by the Indemnifying other party, keep such other party informed as to the status of such Third Party pursuant Claim, including, without limitation, all settlement negotiations and offers. With respect to Section 4.2(b). (d) In the event of a Third Party Claim for which a Seller is the Responsible Party, the Buyer shall use all reasonable efforts to make available to such Seller all books and records of the Buyer relating to such Third Party Claim and shall cooperate with such Seller in the defense of the Third Party Claim. No settlement or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim may be effected (1) by 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, Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless all relief provided is paid or satisfied in full by the Indemnifying Party and the Indemnified Party receives a full release in respect of the Third Party Claim or (2) by the Indemnified Party without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). In no event shall an Indemnifying Party be liable for any settlement effected without its prior written consent.

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 8 is asserted against such Indemnified Party by a claim by such third party Person other than a Seller Indemnified Party or a Buyer Indemnified Party (as applicable) (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 and the details thereof including copies of all relevant pleadings, documents and information (icollectively a “Third Party Claim Notice”) 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 within a written notice period of twenty (20) days following the assertion of the Third Party Claim against the Indemnified Party (the “Third Party Claim NoticeNotice Period”). If the Indemnified Party fails to provide the Third Party Claim Notice within the Third Party Claim Notice Period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent (and only to the extent) that the Indemnifying Party’s ability to defend has been materially prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party within a period of ten (10) days after the receipt of the Third Party Claim Notice by the Indemnifying Party (the "Third Party Claim Response Period”) describing in reasonable detail whether or not the nature of Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party within the Third Party Claim Response Period that the Indemnifying Party desires to defend the Indemnified Party against the Third Party Claim, a copy of all papers served then the Indemnifying Party at its sole cost and expense shall defend, with respect counsel reasonably satisfactory to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt of a , such Third Party Claim Notice with respect by all appropriate proceedings, which proceedings will be diligently prosecuted to a Third Party Claim, final conclusion or will be settled at the discretion of 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, which shall not be unreasonably withheld and which shall be deemed to be provided if such settlement provides a release to the Indemnified Party shall, without the payment of any amount by the Indemnified Party). The Indemnified Party will cooperate in such defense 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 entitledmay, at its sole cost and expense, at any time prior to retain separate co-counsel and the Indemnifying Party’s delivery of the notice referred to in the last sentence of the preceding paragraph, file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests. The Indemnified Party, at its expense, 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(b8.3(b). (d) In . Notwithstanding the event of a Third foregoing, if the named parties to any proceeding include both the Indemnified Party Claim for which and the Indemnifying Party elects not and, in the reasonable opinion of counsel to assume the defense Indemnified Party, representation of both parties by the same counsel would be in conflict or fails otherwise inappropriate due to make such an election within the 30 days of the Claim Noticeactual or potential differing interests between them, then the Indemnified Party mayshall be entitled to retain separate counsel for the Indemnified Party, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party (provided that the costs and expenses of such separate counsel are reasonable). If the Indemnifying Party fails to notify the Indemnified Party within the Third Party Claim Response Period that the Indemnifying Party desires to defend the Third Party Claim or if the Indemnifying Party gives such notice but fails to prosecute diligently or settle the Third Party Claim, then the Indemnified Party shall defend, at the sole cost and expense of the Indemnifying Party; provided, thatthe Third Party Claim by all appropriate proceedings, any such settlement which proceedings will be prosecuted by the Indemnified Party in a reasonable manner and in good faith or compromise shall will be permitted hereunder only settled at the discretion of the Indemnified Party (with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedwithheld). The Indemnifying Party may, at its sole cost and expense, cooperate in such defense.

Third Party Claims. In the event a Parent Indemnified Person(s) or the “Indemnified Person” and, collectively, the “Indemnified Parties”) becomes aware of a third-party claim based on any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by the other party in this Agreement (a) If any third party shall notify any each, an “Indemnifying Party”), which the Indemnified Party believes may result in writing with respect to any matter involving a claim by such third party against it (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 will 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 . By written notice to the Indemnified Party within twenty (20) days after delivery of notice of such notice by a claim, the Indemnifying Party’s representative (on behalf of the Indemnifying Party) will be entitled, at the Indemnifying Party’s expense, to participate in any defense of such claim by the Indemnified Party, which will direct the defense and settlement of such claims. Notwithstanding the foregoing, however, the Indemnifying Indemnified Party shall have the right may consent to fully control and settle the proceeding, provided, that, any such a settlement or compromise shall be permitted hereunder only with of, or the entry of any judgment arising from, the Third Party Claim without the prior written consent of the Indemnified Party. (c) If requested by the Indemnifying PartyParty if, and only if, the Indemnified Party shallproposed settlement, at compromise, or judgment: (a) does not contain an admission of guilt or wrongdoing on 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 part of the Indemnifying Party; provided, that, and (b) does not provide for any remedy or sanction against the Indemnifying Party other than the payment of money which the Indemnifying Party agrees and is able to pay. In the event that the Indemnifying Party has consented to any such settlement or compromise shall be permitted hereunder only with the written consent of amount, the Indemnifying Party, which consent shall not be unreasonably withheld Party will have no power or delayedauthority to object under any provision of this Article 7 to any claim by the Indemnified Party for indemnity with respect to such settlement amount.

Third Party Claims. (a) If an Indemnity Claim arises on account of any claim made by a third party shall notify against any of the Indemnified Party in writing with respect to any matter involving a claim by such third party Parties (a “Third Party Claim”) which such ), the Indemnified Party believes would shall give rise a written notice to a claim for indemnification against the Indemnifying Party under this Article IVspecifying Third Party Claim in reasonable detail (“Third Party Claim Notice”) at the earliest possible, and in no event later than 7 (seven) Business Days of it becoming aware of such Third Party Claim. Provided that where a shorter period is specified in such Third Party Claim for responding to or making a representation before any Governmental Authority or any other third party in relation to such Third Party Claim, then the Indemnified Parties shall make best efforts to issue the Third Party shall promptly (i) notify Claim Notice within such shorter period to enable 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 respond to the Third Party ClaimClaim within such shorter period. Notwithstanding anything to the contrary contained in this Agreement, a copy of all papers served with respect to such claim (if any)any delay in issuing Third Party Claim Notice, and shall not in any manner prejudice the basis right of the Indemnified Party’s request for Parties in relation to the right to indemnification under this Agreement. (b) Upon receipt Subject to; (i) the Indemnification Event not having an adverse impact on the reputation of the Indemnified Parties, in the opinion of the Indemnified Party, acting reasonably; (ii) the Indemnification Event not relating to or arising in connection with any criminal proceeding against the Indemnified Parties, and (ii) the Third Party Claim not seeking an injunction or equitable relief against any Indemnified Parties, the Indemnifying Parties shall, at their cost and expenses (including all legal and other costs and expenses), have the right of electing to take over the defence of such Third Party Claim for so long as the Indemnifying Parties conduct such defence diligently and on a timely basis, by notifying the Purchaser within five (5) Business Days of notice of the Third Party Claim Notice in respect of such Third Party Claim. Provided that the Indemnifying Parties shall not, without the prior written consent of the Indemnified Parties, (i) admit to any liability or enter into any agreement, settlement or compromise with respect any third party in relation to a Third Party Claim; (ii) acknowledge or admit to any guilt, fault, misconduct, negligence or breach of any Applicable Law by any Indemnified Parties; or (iii) undertake any action which may have any adverse impact on the reputation of the Indemnified Parties. For the avoidance of doubt, it is clarified that such election by the Indemnifying Party shall have not, in any manner prejudice the right of the Indemnified Parties to assume the defense of be indemnified in relation to any Losses caused by 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 Partyunder this Agreement. (c) If requested the Indemnifying Party so elects to assume the defence of any such Third Party Claim or proceedings in relation thereto: (i) the Indemnified Parties shall make available to the Indemnifying Party any documents and materials in the possession or control of the Indemnified Parties that may be necessary to defend such Third Party Claim and shall provide all cooperation as may be required by the Indemnifying Party in pursuing such Third Party Claim; (ii) such proceedings shall be defended by the Indemnifying Party, subject to due consultation with the Purchaser and any decision on the course of action relating to any such claim, action or demand shall be made by the Indemnifying Party in the best interests of the Indemnified Party; and (iii) the Indemnified Parties shall have the right, but not the obligation, to participate in any such defence, have access to and consult with the counsel engaged by the Indemnifying Party shallin relation to such defence and to retain separate counsel at its own cost; provided, at that, if counsel for the sole cost and expense Indemnified Parties reasonably determines that there is a conflict between the positions of the Indemnifying Party, cooperate with on the Indemnifying Party one hand, and its counsel the Indemnified Parties, on the other hand, in contesting any Third Party Claim which conducting the Indemnifying Party elects to contest, including the making defence of any related counterclaim against the person asserting the such Third Party Claim or any cross complaint against any person. The that there are legal defences available to the Indemnified Parties that are different from or in addition to those available to the Indemnifying Parties, then counsel for 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, if the Indemnified Party mayso elects, at its optionto participate in or conduct the defence to the extent reasonably determined by such counsel to protect the interests of the Indemnified Party, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise Parties. (iv) The Indemnifying Party shall be permitted hereunder only with conduct the written consent defence of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedThird Party Claim in a diligent manner.

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 Promptly after the receipt by any Indemnified Party of a notice of any Proceeding by any third party shall notify that may be subject to indemnification under this ARTICLE IX, including any Indemnified Party in writing with respect Proceeding relating to any matter involving a claim by such third party Excluded Liability or Assumed Liability (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 Notifying 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 Proceeding to the Indemnifying Party a written notice (“Claim Notice”in accordance with Section 9.4(a) describing in reasonable detail above. Notwithstanding the nature foregoing, failure of the Third Notifying Party Claimto give such notice shall not relieve the Indemnifying Party from Liability on account of this indemnification, a copy of all papers served with respect except if and only to such claim (if any)the extent that the Indemnifying Party is actually prejudiced thereby. Thereafter, and the basis of Notifying Party shall deliver to the Indemnifying Party, promptly after the Indemnified Party’s request for indemnification under this Agreement. receipt thereof, copies of all notices and documents (bincluding court papers) Upon receipt of a Claim Notice with respect received by the Indemnified Party relating to a Third Party Claim, the Proceeding. The Indemnifying Party shall have the right to assume the defense of any the Indemnified Party against the Third Party Claim by, upon written notice to the Notifying Party delivered within thirty (30) days of after receipt of the particular notice from the Notifying Party. So long as the Indemnifying Party has assumed the defense of the Third Party Claim Noticein accordance herewith and notified the Notifying Party in writing thereof, notifying (i) the Indemnified Party may retain separate co-counsel at its own sole cost and expense and participate in writing that the Indemnifying Party elects to assume the defense of such the Third Party Claim, and upon delivery (ii) the Indemnified Party shall not file any papers or consent to the entry of such notice by any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying PartyParty (not to be unreasonably withheld, conditioned or delayed) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Whether or not the Indemnifying Party shall have assumed the right defense, such Indemnifying Party shall not be obligated to fully control indemnify and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of hold harmless the Indemnified Party. (c) If requested by Party hereunder for any settlement entered into without 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 ’s prior written consent of the Indemnifying Partyconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, the provisions of this Section 9.4(a) shall not apply to any claim with respect to Taxes, which shall be governed solely by Section 6.11.

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. (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 Company under this Article IVVII, then the Indemnified Party shall promptly (i) notify the Indemnifying Party Company thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party Company 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 7.2 with respect thereto unless (and then solely to the extent) the Company is prejudiced thereby. (b) Upon Subject to Section 7.4(d), upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party Company 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 Company elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying PartyCompany, the Indemnifying Party Company 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 Company to a final conclusion or settled. Notwithstanding the foregoing, the Company 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 PartyCompany, the Indemnified Party shallagrees, at the sole cost and expense of the Indemnifying PartyCompany, to cooperate with the Indemnifying Party Company and its counsel in contesting any Third Party Claim which the Indemnifying Party Company 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 Company 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 Company pursuant to Section 4.2(b7.4(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 Company and the Indemnified Party with respect to such Third Party Claim, the Company 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 Company fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Company elects to assume the defense of any Third Party Claim pursuant to Section 7.4(b), (ii) the Company elects to assume the defense of any Third Party Claim pursuant to Section 7.4(b) but fails to diligently prosecute or settle such Third Party Claim, (iii) the Company 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 Company 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 Company 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 Company’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 Tax Governmental 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 Company in connection therewith (it being understood and agreed that the Company shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Company 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 Company) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Company shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 7.4(d) at its sole expense. Any compromise or settlement of a Third Party Claim for which effected by the Indemnifying Indemnified Party elects without the Company’s consent shall not to assume the defense or fails to make such an election within the 30 days be dispositive of the Claim Noticeamount of any Losses with respect to such Third Party Claim. (e) In the event any Indemnified Party should have a claim against the Company hereunder which does not involve 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 Company a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the Indemnifying 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; providedprovided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 7.4(e) shall relieve the Company of any obligation hereunder unless (and then solely to the extent) the Company is prejudiced thereby. If the Company does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Company disputes such claim (the “Dispute Notice”), that, any such settlement or compromise the Company shall be permitted hereunder only deemed to have accepted and agreed with such claim. If the written consent Company has disputed such claim, the Company and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Company and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the Indemnifying PartyDispute Notice, which consent such dispute shall not be unreasonably withheld or delayedresolved pursuant to Section 9.6.

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. (ai) If any third party shall notify any Action in respect of which an Indemnified Party in writing with respect to any matter involving might seek indemnity under this Article VIII is asserted against such Indemnified Party by a claim by such third party Person other than a 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 give written notice (ithe “Third Party Claim Notice”) to the Indemnifying Party of such Third Party Claim, which Third Party Claim Notice shall (A) identify the provision of this Agreement upon which the claim for indemnity is based, (B) describe in reasonable detail the facts and circumstances giving rise to such claim for indemnity, and (C) if known, set forth a computation of the Losses for which the Indemnified Party claims to be entitled hereunder; provided, that (x) the failure so to notify the Indemnifying Party thereof in writing within thirty (30) days shall not relieve the Indemnifying Party of receipt of notice of its obligations hereunder except to the extent such claim failure shall have materially prejudiced the Indemnifying Party and (iiy) transmit no such notice shall be required with respect to the EBC Claims, the Specified Litigation or the Specified Employee Claims. Following the delivery of any Third Party Claim Notice, the applicable Indemnified Party shall deliver to the Indemnifying Party a written notice Party, within five (“Claim Notice”5) 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 Business Days after the Indemnified Party’s request for indemnification under this Agreementreceipt thereof, copies of all notices and documentation (including any pleadings and other court papers) received by the Indemnified Party in respect of the applicable Third Party Claim. (bii) Upon receipt of a Claim Notice with respect to a Third Party Claim, the The Indemnifying Party shall have the right shall, at its expense, be entitled to assume participate in the defense of any Third Party Claim byand, within upon delivery of written notice (30a “Defense Notice”) days of receipt of the Claim Notice, notifying thereof to the Indemnified Party in writing within ten (10) days following its receipt of a Third Party Claim Notice (the “Third Party Claim Response Period”), to control the defense of the applicable Third Party Claim; provided, that the Indemnifying Party elects shall not be entitled to assume control the defense of any Third Party Claim if (A) the representation of both the Indemnified Party and Indemnifying Party in such Third Party Claim by counsel to the Indemnifying Party would constitute a material and non-waivable conflict of interest of such counsel to the Indemnifying Party, (B) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party (D) such Third Party Claim involves any material customer, supplier or vendor of any Purchaser Indemnified Party, (E) if such Third Party Claim is determined adversely to any of the Purchaser Indemnified Parties, it would (together with all other pending claims) reasonably be expected to result in Losses to the Purchaser Indemnified Parties in excess of the maximum amount the Purchaser Indemnified Parties would then be entitled to recover from the Indemnifying Parties under Article VIII, (F) such Third Party Claim relates to a criminal indictment against the Indemnified Party, or (G) the Indemnifying Party fails to continue to defend the Third Party Claim in good faith. The Indemnifying Party shall not enter into any settlement or compromise of such Third Party Claim absent the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing sentence, in the event a firm offer is made to the Indemnifying Party to settle a Third Party Claim the defense of which is controlled by such Indemnifying Party and which offer would (1) involve solely the payment of money by the Indemnifying Parties not impose injunctive or other equitable relief against the Indemnified Party, (2) include an unconditional release, in customary form, by the claimant or plaintiff in such Third Party Claim of all Liability with respect to such Third Party Claim, and upon delivery (3) does not include or require a finding or admission of any wrongdoing, then the Indemnifying Party may provide notice of such firm offer to the Indemnified Party and, if the Indemnified Party fails to consent to such a firm offer within ten (10) days following its receipt of such notice, then (x) the Indemnified Party may assume control of the defense of the applicable Third Party Claim by delivering written notice thereof to the Indemnifying Party prior to the expiration of such ten (10) day period, in which case the maximum Liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount the Indemnifying Party would have otherwise been obligated to pay pursuant to this Article VIII had the Indemnified Party consented to the firm offer, or (y) if the Indemnified Party does not elect to assume control of the defense of the Third Party Claim pursuant to the foregoing clause (x), the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer. The Indemnified Party shall cooperate fully in the defense of any Third Party Claim controlled by the Indemnifying Party, including by making available to the Indemnifying Party shall have the right to fully control all books, records and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of documents within 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 ’s control or that it can reasonably obtain relating 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 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 entitledParty, at its sole cost and expense, to retain separate co-counsel and may participate in, but not control, any the defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to this Section 4.2(b8.4(a)(ii). Notwithstanding anything else to the contrary herein, it is understood and agreed between the Parties that Seller has agreed to, and will, control and assume the defense of the Specified Litigation and the Specified Employee Claims in accordance with this Section 8.4(a)(ii) and the Parties shall reasonably cooperate with respect to arrangements to facilitate such control and assumption, including by executing a common interest and joint defense agreement. (diii) In the event of a Third Party Claim for which If the Indemnifying Party elects not to assume the defense defend a Third Party Claim or fails to make such an election deliver a Defense Notice within the 30 days of the Third Party Claim NoticeResponse Period, then the Indemnified Party may, at its option, defend, settle, shall have the right to undertake the defense of such Third Party Claim and to settle or compromise or pay such action or claim at the expense of the Indemnifying PartyThird Party Claim; provided, that, that the Indemnified Party shall not enter into any such settlement or compromise shall be permitted hereunder only with of a Third Party Claim absent the written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Notwithstanding the foregoing sentence, in the event a firm offer is made to the Indemnified Party to settle a Third Party Claim the defense of which is controlled by the Indemnified Party and the Indemnified Party is a Purchaser Indemnified Party, if such settlement would not impose injunctive or other equitable relief upon the Indemnifying Party, then the Indemnified Party shall provide notice of such firm offer to the Indemnifying Party. If the Indemnifying Party fails to consent to such a firm offer within ten (10) days following its receipt of the aforesaid notice, then (x) the Indemnifying Party may assume control of the defense of the applicable Third Party Claim by delivering written notice thereof to the Indemnified Party prior to the expiration of such ten (10) day period, in which case the maximum Liability of the Indemnified Party as to such Third Party Claim shall not exceed the amount the Indemnified Party would have otherwise been obligated to pay had the Indemnifying Party consented to the firm offer, or (y) if the Indemnifying Party does not elect to assume control of the defense of the Third Party Claim pursuant to the foregoing clause (x), the Indemnified Party may settle the Third Party Claim upon the terms set forth in such firm offer. The Indemnifying Party, at its expense, may participate in, but not control, the defense of any Third Party Claim controlled by the Indemnified Party pursuant to this Section 8.4(a)(iii).

Third Party Claims. (a) If If, following the Signing, the Indemnified Party becomes aware of any third party shall notify any Indemnified Party in writing with respect claim (including claims of public authorities) that might lead to any matter involving a claim by such third party Claim being made (a “Third Party Claim”): (a) 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) not make any admission of liability, settlement or compromise and shall notify the Indemnifying Party thereof of the Third Party Claim within 10 (ten) Business Days of the Indemnified Party becoming aware of such Third Party Claim (or when an action is required from the Indemnified Party before a certain date subject to the Indemnified Party’s forfeiting its rights, no later than 5 (five) Business Days prior to such date) (the “Indemnified Party Notice”). The Indemnified Party Notice shall be treated as a Claim Notice and shall include all of the information set out in writing Article 12.2 above); (b) within thirty 10 (30ten) days of Business Days following the receipt of notice the Indemnified Party Notice, the Indemnifying Party shall inform the Indemnified Party whether it wishes to conduct the defense of such Third Party Claim on its own and at its own expense (which right to conduct said defense shall include the right to control and conduct any discussions or negotiations with any party in anticipation or pursuant to a claim and being formally made against the Indemnified Party), provided that, upon the decision of the Purchaser when it is the Indemnified Party, such Indemnifying Party right to conduct the defense shall not apply to Third Party Claims (i) brought by employees of the Company, (ii) transmit to involving any public authorities (the “Specific Third Party Claims”); (c) if the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail notifies the nature Indemnified Party of its intention not to conduct the defense of the Third Party Claim, or if it fails to reply to the Indemnified Party Notice within the time limit set out in subsection (b) above, or if the Purchaser conducts the defense of any Specific Third Party Claims, the Indemnified Party shall conduct the defense of such Third Party Claim on its own and at its own expense. In such a copy of all papers served with respect case, the Indemnified Party shall be free to such claim (if any)take any action, and which it may deem necessary in order to defend the basis interests of the Indemnified Party’s request . However, the Indemnified Party shall not enter into any settlement, compromise, consent to the entry of any judgment or withdraw from any pending or threatened proceeding without having obtained the prior written consent of the Indemnifying Party, such prior written consent not to be unreasonably withheld or delayed. In addition, the Indemnified Party shall initiate consultations with the Indemnifying Party about any strategic decision made in connection with the proceedings undertaken for indemnification under this Agreement.the purpose of defending the interests of the Indemnified Party; (bd) Upon receipt if the Indemnifying Party notifies the Indemnified Party of a Claim Notice with respect its intention to a conduct the defense of the Third Party Claim, the Indemnifying Party shall have retain a counsel at its own expense to defend the right to assume the defense of any Third Party Claim by, within (30) days of receipt interests of the Claim Notice, notifying Indemnified Party. If the Indemnified Party in writing that Seller(s) is/are the Indemnifying Party elects to assume Party, at the defense of such Third Party ClaimSeller’s request, Purchaser shall present all arguments, submit all pleadings, take all actions, file all counterclaims and upon delivery of such notice more generally cooperate with Seller and the council appointed by the Seller(s). If the Seller(s) is/are the Indemnifying Party, the Purchaser shall provide the Seller(s) with all information or documents in relation to said Third Party Claim that the Seller(s) may reasonably request. 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 consult with the Indemnified Party about any strategic decision made in connection with the proceedings undertaken for the purpose of defending the interests of the Indemnified Party. The Indemnifying Party shall not enter into any settlement, compromise, consent to the entry of any judgment or withdraw from any pending or threatened proceeding without having obtained 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 such prior written consent 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; in this respect, if the Indemnifying Party requests to settle a given Third Party Claim and the Indemnified Party refuses such settlement or otherwise does not enter into the proposed settlement agreement, the Indemnifying Party shall not be liable under this with respect to the portion of the Damages resulting from the relevant Third Party Claim which exceeds the settlement amount provided for in the settlement agreement proposed by the Indemnifying Party.

Third Party Claims. (a) If any third party shall notify any In the event that an Indemnified Party in writing with respect to any matter involving asserts a claim for indemnification based upon a claim by such third a Person who is not a party hereto or an Affiliate thereof (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 provide its Notice of Claim promptly (i) notify after 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 in reasonable detail the nature has actual knowledge of the Third Party Claim, Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim; provided that the failure of any Indemnified Party to give notice of a Third Party Claim as provided in this Section shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such claim (if any), and failure materially prejudices the basis of the Indemnified Indemnifying Party’s request for indemnification under this Agreementability to defend against the Third Party Claim. (b) Upon receipt In the case of a Claim Notice with respect to claim for indemnification based upon a Third Party Claim, the Indemnifying Party shall have shall, within ten (10) days of its receipt of the right Notice of Claim, notify the Indemnified Party whether it admits or denies its obligation to assume defend the defense of any Indemnified Party against such Third Party Claim by, within (30) days of receipt of under this Article 10. If the Claim Notice, notifying Indemnifying Party does not so notify the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of within such Third Party Claimten (10) day period, 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 it shall be permitted hereunder only with the written consent of the conclusively deemed to have denied such indemnification obligation hereunder. The Indemnified PartyParty is authorized, prior to and during such ten (10) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests. (c) If the Indemnifying Party admits its obligation of indemnification of a Third Party Claim, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim. The Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof, subject to the terms and provisions herein. 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 that the Indemnifying Party elects to contestcontest (provided, including however, that the making of Indemnified Party shall not be required to bring any related counterclaim against the 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, may at its sole cost and expense, to retain separate co-counsel and own expense participate in, but not control, any defense or settlement of any Third Party Claim assumed controlled by the Indemnifying Party pursuant to Section 4.2(bthis Section. An Indemnifying Party shall not, without the written consent of the Indemnified Party, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which does not result in a final resolution of the Indemnified Party’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Party and an obligation of the Third Party Claimant to maintain the confidentiality of such settlement). (d) In the event of a Third Party Claim for which If the Indemnifying Party elects does not to assume the defense admit its obligation or admits its obligation but fails to make such an election within diligently defend or settle the 30 days of the Claim NoticeThird Party Claim, then the Indemnified Party mayshall have the right to defend, settle or compromise the Third Party Claim, at its option, defend, settle, compromise or pay such action or claim at the sole cost and expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent counsel of the Indemnifying Indemnified Party’s choosing, which consent upon such terms as the Indemnified Party shall not be unreasonably withheld or delayeddetermine in its sole judgment and discretion.

Third Party Claims. (a) If Promptly after receipt of any assertion of Damages by any third party shall notify regarding the transactions contemplated by this Agreement (“Third Party Claims”) that might give rise to any Damages for which indemnification may be sought pursuant to this Section 10, an Indemnified Party in writing with respect shall give written notice to any matter involving a claim by the Indemnifying Party and the Escrow Agent of such third party Third Party Claim (a “Notice of Third Party Claim”) which ), stating the nature and basis of such Indemnified Third Party believes would give rise Claim and the amount of Damages thereof to a claim for indemnification against the extent known. Such Notice of Third Party Claim shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument. Notwithstanding the foregoing, the failure to provide notice as aforesaid to an Indemnifying Party will not relieve such Indemnifying Party from any obligation hereunder (provided that such Notice of Third Party Claim is received by the Indemnifying Party under this Article IVprior to the Expiration Date applicable to the underlying claims) except to the extent that such Indemnifying Party is actually prejudiced thereby. (b) Provided that the Indemnifying Party expressly agrees in writing, that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim in full, and so long as the Indemnifying Party is contesting such Third Party Claim in good faith, the Indemnifying Party may elect to defend any Third Party Claim with counsel of its own choosing, reasonably acceptable to the Indemnified Party, within thirty (30) days after receipt of the Notice of Claim by the Indemnifying Party (the “Election to Defend”), and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. No Third Party Claim may be settled without the prior written consent of the Indemnified Party, which shall not be unreasonably conditioned, withheld or delayed, unless such settlement includes an unconditional release of the Indemnified Party from all liability in respect of such claim. Notwithstanding the foregoing, if the Third Party Claim involves amounts estimated to be in excess of the balance of the Holdback Shares, then the Indemnified Party shall promptly (i) notify have the sole right to defend such Third Party Claim. If an Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of chooses not to defend any Third Party Claim by failure to deliver the Election to Defend or by failure to meet the conditions specified above, the Indemnified Party may defend against such claim Third Party Claim and (ii) transmit consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner it may deem appropriate and seek indemnification pursuant to this Section 10 for Damages resulting from such Third Party Claim in accordance with the provisions, and subject to the limitations, of this Section 10. In addition, if an Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature has assumed defense of the Third Party Claim, Claim and if a copy potential or actual conflict of all papers served with respect to such claim (interest shall exist or 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 different defenses 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 be available as between the Indemnifying Party, the Indemnifying Party shall have the right to fully control on one hand, 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 , on the Indemnifying Partyother, 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 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, to retain separate legal counsel. Notwithstanding anything to the contrary contained herein, the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. Any settlement entered into with respect to a Third Party Claim shall be treated as Damages, and if the Indemnifying Party is the Key Holder, such fees and expenses shall be paid from the Holdback Shares or otherwise as set forth in this Section 10. The parties shall, in connection with the defense of any Third Party Claim, make available to each other and their counsel and accountants all books and records and information reasonably related to such Third Party Claim, keep each other fully apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required for the proper and adequate defense of any Third Party Claim; provided, thatthat the covenants and agreements contained in this Section 10.6 shall in no event be, or be deemed to be, a waiver by any such settlement party of any right to assert the attorney-client or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayedother applicable privilege.

Third Party Claims. (a) If any a claim by a third party shall notify is made against any 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 intends to a claim seek indemnification hereunder for indemnification against the Indemnifying Party any Loss under this Article IVVIII (other than a claim with respect to Taxes, then the procedures for which are covered exclusively in Section 5.9(a)), 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 claim. The Indemnifying Party shall have the right right, but not the obligation, to assume conduct and control, through counsel of its choosing, any third party claim or Action (a “Third-Party Claim”), and the defense of any Third Indemnifying Party Claim bymay compromise or settle the same; provided, within (30) days of receipt of the Claim Noticehowever, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume shall give the defense Indemnified Party advance notice of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the any proposed compromise or settlement. The Indemnifying Party shall have agrees that it will not, without 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 consent to the entry of any judgment in any pending or threatened Third Party Claim relating to the matters contemplated hereby if any Indemnified Party is a party thereto or has been threatened to be made a party thereto unless such action settlement, compromise or claim at the expense consent includes an unconditional release of each such Indemnified Party from all liability arising or that may arise out of such Third Party Claim and provides solely for monetary relief satisfied or to be satisfied by the Indemnifying Party; provided, thathowever, that if there arises a dispute relating to the Intellectual Property of a third party which dispute may materially impair Purchaser’s or its Affiliates’ ownership or operation of the Business, Sellers, if the Indemnifying Party, shall first obtain the written consent of Purchaser prior to the resolution of such dispute. So long as the Indemnifying Party has agreed to undertake, conduct and control the settlement or defense of such claim and is contesting such claim in good faith, the Indemnified Party shall not pay or settle any such settlement or compromise shall be permitted hereunder only with claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party; provided, however, 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 or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to 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 Parties hereto shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of any records and information of the Indemnifying Party that are reasonably relevant to such Third-Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any Other than claims arising pursuant to Section 6.3(c), which shall be exclusively governed by Section 6.3(c), in the event a third party shall notify any Indemnified Party in writing with respect to any matter involving makes a claim by such third party (a “Third Party Claim”) ), which such a Buyer Indemnified Party reasonably believes would give rise to may result in a claim Claim for indemnification against the Indemnifying Party under pursuant to this Article IVVII, then the Buyer Indemnified Party shall promptly (iand in any event within 30 days after such third party asserts such Claim) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim (which written notice shall be made in good faith and include a reasonably specific description of such Third Party Claim, including the amount (iiif known and quantifiable) transmit and the basis thereof) with an Indemnification Claim Notice (a “Third Party Notice”); provided, that no delay or failure on the part of a Buyer Indemnified Party in delivering a Third Party Notice shall cause any Buyer Indemnified Party to forfeit any indemnification rights under this Article VII except to the extent that the Indemnifying Party a written notice is materially prejudiced by such delay or failure. Thereafter, the Buyer Indemnified Party shall deliver or cause to be delivered to such Indemnifying Party copies of all material notices and documents (“including court papers) received by such Buyer Indemnified Party relating to the Third Party Claim Notice”) describing as may be reasonably requested by the Indemnifying Party and shall, in good faith, take into consideration the Indemnifying Party’s reasonable detail the nature of recommendations relating to the Third Party Claim. Upon receipt of a Third Party Notice, a copy the Indemnifying Party shall be entitled, at its option and expense, to participate in, but not to control, determine or conduct, the defense of all papers served such Third Party Claim. So long as Buyer uses commercially reasonable efforts to diligently defend or resolve and mitigate the Losses under the Third-Party Claim, Buyer shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and Indemnifying Party shall not be entitled to control any negotiation of settlement, adjustment or compromise with respect to any such claim Third Party Claim; provided, however, that except with the consent of Holdco (if anysuch consent not to be unreasonably withheld, conditioned or delayed other than in good faith), and the basis no settlement of any such Third Party Claim with third party claimants shall be determinative of the Indemnified Party’s request for indemnification under this Agreementamount of Losses, or the right to any such Losses, relating to such matter. (b) Upon receipt of a Claim Notice with respect If Buyer fails to a Third use commercially reasonable efforts to diligently defend or resolve the Third-Party Claim, the Indemnifying Party shall have the right be entitled 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 control of such Third Party Claim, and upon delivery of such notice by the Claim with 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’s own counsel. (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 In the event that any third party shall notify any Action for which an Indemnitor may be liable to an Indemnified Party in writing with respect hereunder is asserted or sought to any matter involving be collected by a claim by such third party (a “Third Party Claim”), the Indemnified Party shall give each applicable Indemnitor prompt notice (“Notice of Third Party Claim”) of such third party’s institution of such Action. Such Notice of Third Party Claim shall (i) briefly explain the nature of the claim, including the nature of the misrepresentation, breach of warranty or covenant to which such claim is related, and (ii) to the extent known by the Indemnified Party, set forth a reasonable estimate of the amount of Damages to which such Indemnified Party believes would give rise claims to a claim for be entitled hereunder. Notwithstanding the foregoing, no delay or deficiency on the part of an Indemnified Party in so notifying the Indemnitor will limit any Indemnitor’s right to indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly X (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit except to the Indemnifying Party a written notice (“Claim Notice”) describing extent that an Indemnitor shall have been actually prejudiced by such failure and subject in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect respects to such claim (if anySection 10.4), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (b) Upon receipt The Indemnitor will have fifteen (15) Business Days from the date on which the Indemnitor received the Notice of a Claim Notice with respect to a Third Party Claim, Claim to notify the Indemnifying Indemnified Party shall have that the right Indemnitor desires to assume the defense or prosecution of such Action and any litigation resulting therefrom with counsel reasonably satisfactory to such Indemnified Party at the Indemnitor’s sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim bybut the Indemnitor shall control the investigation, within defense and settlement thereof, (30ii) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that will not file any papers or consent to the Indemnifying Party elects entry of any judgment or enter into any settlement with respect to assume the defense of such Third Party Claim, Claim without the prior written consent of the Indemnitor and upon delivery (iii) the Indemnitor will not consent to the entry of such notice by any judgment or enter into any settlement with respect to the Indemnifying Party, Third Party Claim 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 PartyParty unless the sole relief provided is monetary damages that are paid in full by the Indemnitor upon the entry of such judgment or settlement and the Indemnified Party and its Affiliates are given a full, complete and unconditional release of any and all Liability by all relevant parties relating thereto. If the Indemnitor assumes the defense of any Action in accordance with this Section 10.5, it shall thereafter promptly inform the Indemnified Party of all material developments. The Parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto to the extent permitted by applicable Law or applicable contractual restrictions, subject to entering into appropriate confidentiality agreements. (c) If requested by the Indemnifying PartyIndemnitor does not assume the Third Party Defense within fifteen (15) Business Days of receipt of the Notice of Third Party Claim, the Indemnified Party shallwill be entitled to assume the Third Party Defense (and, if the Indemnified Party incurs Damages with respect to the matter in question for which the Indemnified Party is entitled to indemnification pursuant to Section 10.1 or Section 10.2, at the expense of the Indemnitor) upon delivery of notice to such effect to the Indemnitor; provided that, the Indemnitor shall have the right to participate in the Third Party Defense at the sole cost and expense of the Indemnifying PartyIndemnitor, cooperate with but 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 control the right to receive copies of all pleadingsinvestigation, notices defense 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)thereof. (d) In Notwithstanding anything to the contrary set forth herein, in no event may the Indemnitor assume, maintain control of, or participate in, the defense of any Action (i) involving Damages, if the Indemnitor is a Seller, that would reasonably be likely to be in excess of the value of any remaining amount in the Indemnification Escrow Fund, (ii) involving criminal or quasi-criminal allegations against any Indemnified Party, (iii) that is asserted directly by or on behalf of a Third Party Claim for Person that is a supplier or customer of the Company, (iv) in which the Indemnifying primary claim for relief sought against an Indemnified Party elects is other than monetary damages, (v) there exists a conflict of interest between the Purchaser and the Indemnitor that cannot to assume be waived, (vi) the defense or Indemnitor fails to make such an election within the 30 days of the Claim Notice, provide reasonable assurance to the Indemnified Party may, at of its option, defend, settle, compromise financial capacity to prosecute such Action 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, (vii) which consent shall not be unreasonably withheld or delayedinvolves an Action by a Governmental Body.

Third Party Claims. (a) If any Buyer Indemnified Party or Stockholder Indemnified Party (each, an “Indemnified Party”) receives notice of the assertion by any third party shall notify of any Indemnified Party in writing with respect to claim or of the commencement by any matter involving a claim by such third party of any Action (a any such claim or Action being referred to herein as an “Third Party Claim”) with respect to which such Indemnified Party believes would give rise another party hereto (an “Indemnifying Party”) is or may be obligated to a claim for provide indemnification against the Indemnifying Party under this Article IVhereunder, 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; provided that the failure to provide such notice shall not relieve the obligation of the Indemnifying Party to provide indemnification hereunder, a copy except to the extent the defense of all papers served with respect to such claim (if any), Third Party Claim by the Indemnifying Party is materially prejudiced by such failure. The Buyer shall control any Third Party Claim on behalf of the Buyer Indemnified Parties and the basis Stockholders’ Representative shall control any Third Party Claim on behalf of the Stockholder Indemnified Party’s request for indemnification under this AgreementParties. (b) Upon receipt of a Claim Notice Except with respect to a Third Party Claimany Special Claim (as defined below), the Indemnifying Party shall have thirty (30) days after receipt of the right Claim Notice (unless the claim or Action requires a response before the expiration of such thirty-day period, in which case the Indemnifying Party shall have until the date that is ten (10) days before the required response date) to assume acknowledge (in writing) responsibility for the entire amount of the Third Party Claim (without the benefit of the applicable Deductible, Cap or any other limitations under this Article 9) and undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that: (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party); (ii) the Indemnifying Party shall not pay, compromise or settle any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying without the Indemnified Party Party's prior written consent (in writing that the Indemnifying Party elects to assume Indemnified Party's sole discretion) unless the defense proposed payment, compromise or settlement (A) involves solely the payment of such Third Party Claim, and upon delivery of such notice money damages by the Indemnifying Party, (B) includes, as an unconditional term of such payment, compromise or settlement, an unconditional and irrevocable release by the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any Person(s) asserting such settlement or compromise shall be permitted hereunder only with the written consent claim of the Indemnified Party. Party from any liabilities or obligations with respect to such claim, (cC) If requested by the Indemnifying Party, does not impose any restriction on 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, injunctive or 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.equitable

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 10.1 Nothing in this clause 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 prevent or restrict 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 right of the Third Municipality or the Private Party Claimto seek any interdict or similar relief, a copy any decree or specific performance or any other discretionary remedies of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreementcourt. (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) 10.2 In the event of either Party incurring a Third Party Claim third party claim (third party claim) for which the Indemnifying other Party elects not has indemnified it then such Party shall notify the other Party thereof within a period of ten (10) Business Days of that Party becoming aware of such claim. 10.3 Either Party will provide the other Party with all reasonable co-operation and assistance in relation to assume the defense or fails third party claim. 10.4 Subject to make such an election within the 30 days terms of the Claim Noticeany Project Insurances, the Indemnified Private Party mayshall be entitled to dispute any such third party claim, at its optionown cost and risk, defend, settle, compromise or pay such action or claim at in the expense name of the Indemnifying Municipality, subject to the Private Party: 10.4.1 exercising due care in defending a third party claim so as not to bring the name of the Municipality into disrepute; 10.4.2 keeping the Municipality fully informed of the conduct of such third party claim; provided, that, any such settlement or compromise shall be permitted hereunder only with and 10.4.3 obtaining the written consent approval of the Indemnifying Party, Municipality (which consent shall not be unreasonably withheld or delayed) prior to settling any third-party claim. 10.5 Should the Private Party fail to exercise its right in terms of this clause 10 to dispute any third party claim in the name of the Municipality, the Private Party shall notify the Municipality within a reasonable period of its decision to pay and/or settle any such third party claim, pursuant to which the Municipality shall have an election, on written notice to the Private Party to take over any third party claim against its release of the Private Party from liability under the indemnity in respect of such claim. 10.6 Where the Municipality fails to provide the Private Party with written notice of its decision to take over a third party claim within ten (10) Business Days of the receipt of the notice by the Private Party referred to in clause 10.5, the Municipality shall be deemed to have repudiated any right under clause 10.5 to take over the third party claim and the Private Party shall be required to pay and/or settle such third party claim in a manner that does not result in any breach of its obligations under this PPP Agreement. 10.7 In the event that the Municipality has received an indemnifying amount from the Private Party and subsequently recovers (in a separate action) a sum arising from the third party claim to which the indemnifying amount relates, to the extent that the aggregate sum recovered by the Municipality exceeds the indemnified amount of the loss sustained by the Municipality (the excess), the Municipality shall make payment to the Private Party of the excess up until an amount equal to the indemnifying amount. 10.8 The Private Party’s liability under clause 10 in respect of third-party claims shall: 10.8.1 in respect of any claim arising during the Service Period out of an event for which the Private Party is insured under the Project Insurances, be limited to the extent that the Private Party is indemnified under the Project Insurances; provided that, where the claim exceeds the maximum amount for which the Private Party is indemnified under the Project Insurances, the liability of the Private Party will be limited to such maximum amount plus R500 000 (five hundred thousand Rand) indexed to CPI, and provided further that where the Private Party has not insured itself against that event under the Project Insurances, then, the Private Party’s liability shall be limited to the maximum sum which would have applied under the Project Insurance had the Private Party so insured plus R500 000.00 (five hundred thousand Rand) (indexed to CPI); and 10.8.2 in respect of any claim arising during the Service Period out of an event for which the Private Party is not required in terms of this PPP Agreement to be insured under the Project Insurances, be limited to an amount of R1 000 000.00 (one million Rand), indexed to CPI. 10.9 Any combination of events, circumstances or matters that is, for the purposes of a claim under the Project Insurances, treated as a single claim (or, where there is no Project Insurance in respect of the relevant events, circumstances or matters, would, for the purposes of a claim under the Project Insurances be so treated, if the events, circumstances or matters were insured against under the Project Insurances) shall, for the purposes of clauses 10.8.1 and 10.8.2, be treated as a single 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 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 PartyParly’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 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 IVSchedule 1, 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, delay or other deficiency 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, delay or deficiency. (b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right right, but not the obligation, 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 Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to this Agreement. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 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(b)2(b) above. (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 Promptly following the receipt of notice of a Claim by a third party shall notify any Indemnified Party in writing with respect to any matter involving against a claim by such third party Buyer Indemnitee or Seller Indemnitee (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 party receiving 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 Claim shall provide the other party 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 such Third Party Claim. Subject to receiving a confidentiality undertaking from the Indemnitor and any redactions that the Indemnitee determines are advisable for purposes of maintaining privilege, such Claim Notice shall be accompanied by copies of all documents and information relevant to the Third Party Claim and in the Indemnitee’s possession. (b) Subject to Section 10.6(c) and Section 10.6(d), the Indemnifying Party Indemnitor shall (subject to the right of the R&W Insurance Providers) have the right option to assume conduct and control, through counsel of its choosing, the defense defense, compromise and settlement of any Third Party Claim byas to which indemnification is sought by any Indemnitee from any Indemnitor hereunder. The Indemnitor shall notify the Indemnitee in writing, within as promptly as possible (but in any case before the earlier of (i) ten (10) Business Days prior to the due date for the answer or response to the Third Party Claim and (ii) thirty (30) days of after receipt of the notice of Third Party Claim Notice, notifying given by the Indemnified Party in writing that Indemnitee to the Indemnifying Party elects Indemnitor under Section 10.6(a) of its election to assume the defense of such Third Party Claim. The Indemnitee may participate, through counsel chosen by it and upon delivery at its own expense (except that the Indemnitor will be responsible for the fees and expenses of the Indemnitee’s separate counsel (but not more than one law firm per jurisdiction) if the Indemnitee reasonably concludes that counsel to the Indemnitor has a conflict of interest), in the defense of any such notice Third Party Claim as to which the Indemnitor has so elected to conduct and control the defense thereof. Should an Indemnitor assume the defense of a Third Party Claim in accordance with this Section 10.6, the Indemnitor shall not be liable to the Indemnitee for any legal expenses incurred 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 Indemnitee in connection with the written consent investigation or defense thereof (except that the Indemnitor will be responsible for the fees and expenses of the Indemnified PartyIndemnitee’s separate counsel (but not more than one law firm per jurisdiction) if the Indemnitee reasonably concludes that counsel to the Indemnitor has a conflict of interest). (c) If requested by Notwithstanding anything in Section 10.6(a) to the Indemnifying Partycontrary, in no event shall the Indemnified Party shallIndemnitor be entitled to conduct and control the defense, at the sole cost compromise 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 if (i) such claim seeks (or there is a reasonable probability that such Third Party Claim could result in) an injunction, other equitable relief or any other non-monetary relief against the Indemnifying Indemnitee, (ii) in the event such claim were to be decided adversely to the Indemnitee, the aggregate amount of Losses associated therewith, together with all other outstanding Claims would reasonably be expected to exceed the aggregate liability limitations set forth in Section 10.4(a), or (iii) such claim relates to or arises out of any allegedly criminal activity. Additionally, notwithstanding anything in Section 10.6(a) to the contrary, in no event shall the Indemnitor be entitled to consent to the entry of any judgment, compromise, settle or discharge any Third Party pursuant Claim without the prior written consent of the Indemnitee (such consent not to Section 4.2(bbe unreasonably withheld, conditioned or delayed). (d) In Any party controlling the event defense of any Third Party Claim shall conduct the defense of such Third Party Claim with reasonable diligence and shall keep the other party reasonably informed of the status thereof. Whether or not the Indemnitee shall control 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 the Claim NoticeClaim, the Indemnified Party mayIndemnitee shall not consent to the entry of any judgment, at its option, defend, or settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, thatdischarge, any such settlement or compromise shall be permitted hereunder only with Third Party Claim without the prior written consent of the Indemnifying PartyIndemnitor (such consent not to be unreasonably withheld, which consent conditioned or delayed). The Indemnitee shall cooperate in connection with any Third Party Claim pursuant to this Section 10.6 and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnitor in connection therewith; provided that, notwithstanding anything in this Section 10.6 to the contrary, the Indemnitee shall not be unreasonably withheld required to take any action hereunder that would adversely affect, or delayedrequire or constitute a waiver of, any attorney-client or other privilege. (e) Notwithstanding any provision of this Section 10.6 to the contrary, any Third Party Claim relating to Taxes will be subject to the applicable provisions of Article XI. (f) Notwithstanding any provision of this Section 10.6 to the contrary, Seller (i) shall have the sole right to control the prosecution and defense of any Claims related to the Indemnified Matters and (ii) may settle, compromise or discharge any Claims related to the Indemnified Matters, without the prior written consent of the Buyer or the Company, if (x) the sole relief provided in the settlement or compromise is monetary damages that are either paid in full by Seller or due to the Company and (y) the compromise or settlement includes an unconditional and irrevocable complete release of the Company and the Buyer. Buyer must approve any settlement other than as provided in this Section 10.6(f)(ii). Buyer may participate, through counsel chosen by it and at its own expense, in the defense of any Claims related to the Indemnified Matters. If the Company receives any proceeds as a result of the Indemnified Matters, the Company shall promptly pay the aggregate amount of any such proceeds to Seller by wire transfer of immediately available funds to such account as may be instructed by Seller.

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 Upon issuance of 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 commencement 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 request of the Indemnifying Party, cooperate with make available to the Indemnifying Party a copy of the documents/ information/ correspondence available with the Indemnified Party relating to and its counsel in contesting substantiating any such Third Party Claim which Claim. The Indemnifying Party shall, with prior written notice to the Indemnified Party (“Indemnifying Party Notice”), be entitled to undertake, conduct and control the defense proceedings of such Third Party Claim, with counsel of its (Indemnifying Party’s) choice, so long as the defense proceedings are undertaken, conducted and controlled in a reasonable manner and in good faith. (ii) If, the Indemnifying Party elects to contestundertake, including conduct and control the making defense proceedings in connection with a Third Party Claim (as provided for under Clause 13.6.2(i) above): (a) the Indemnifying Party shall remain responsible for any and all Losses that the Indemnified Party may suffer resulting from or arising out of any related counterclaim against or relating to or in the person asserting nature of or caused by the Third Party Claim or any cross complaint against any person. The to the fullest extent and as provided in this Clause 13; (b) the Indemnified Party, at its own cost and expense (which shall not be subject to indemnification by the Indemnifying Party) participate in the defense proceedings (as aforesaid) in connection with the said Third Party Claim so long as such participation does not prejudice the defense proceedings being undertaken by the Indemnifying Party; (c) so long as the Indemnifying Party is defending a Third Party Claim in a reasonable manner and in good faith, the Indemnified Party shall have not, on its sole discretion and initiative, and without prior written consent of the right Indemnifying Party (which consent shall not to receive copies of all pleadingsbe unreasonably withheld by the Indemnifying Party), notices and communications with respect to any settle or compromise 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).; (d) In notwithstanding the event foregoing, in the event: (x) the Indemnifying Party does not within 30 (thirty) days from the date of the Indemnifying Party Notice, undertake, conduct and control the defense proceedings in connection with a Third Party Claim for which after electing to control the same; or (y) upon having assumed the conduct and control of the defense proceedings, the Indemnifying Party elects is not to assume defending the defense or fails to make such an election within Third Party Claim in a reasonable manner and in good faith and this fact has been demonstrated by the 30 days of the Claim NoticeIndemnified Party, the Indemnified Party may, at on its optionown accord and in its sole discretion and interest, defendchoose to defend the Third Party Claim. In such an event, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement Indemnified Party shall also be entitled to settle or compromise shall be permitted hereunder only with such Third Party Claim; (e) For avoidance of doubt, it is clarified that in the event the Indemnified Party proceeds to the settle or compromise any Third Party Claim, without prior written consent of the Indemnifying Party, which consent where the Indemnifying Party having assumed the conduct and control of the defense proceedings in connection with any such Third Party Claim, is defending the said Third Party Claim in a reasonable manner and in good faith, the Indemnified Party shall not be unreasonably withheld or delayed.deemed to have waived its (Indemnified Party’s) right to be indemnified;

Third Party Claims. (ai) 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 such control, the defense Indemnified Party shall have the right to participate in the negotiation, settlement or defence of such Third Party ClaimClaim 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 upon delivery of such notice the Indemnified Party shall be retained by the Indemnifying Party.‌ (ii) If the Indemnifying Party, having elected to assume control of the negotiation, settlement or defence of the Third Party Claim as contemplated in Section 10.3(b)(i), thereafter fails to defend such Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. (iii) In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay such difference to the Indemnifying Party. (iv) Except as set forth below, no Third Party Claim may be settled or compromised: (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed); or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing (A) the Indemnified Party shall have the right to pay, settle or compromise any Third Party Claim, provided that in such event the Indemnified Party shall waive all rights against the Indemnifying Party to indemnification under this Article 10 with respect to such Third Party Claim unless the Indemnified Party shall have sought the consent of the Indemnifying Party to such payment, settlement or compromise and such consent shall have been unreasonably withheld, conditioned or delayed, and (B) the Indemnifying Party shall have the right to fully control and settle consent to the proceeding, provided, that, any such entry of a judgment or enter into a 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 Claim without the prior written consent of the Indemnified Party if the judgment or settlement (1) involves only the payment of money damages (all of which will be paid in full by the Indemnifying Party concurrently with the effectiveness thereof), (2) will not encumber any of the assets of the Indemnified Party and will not contain any restriction or condition that would apply to or adversely affect the Indemnified Party or the conduct of its counselbusiness, and (3) includes, as a condition to any settlement or other resolution, a complete and irrevocable release of the Indemnified Party from all liability in respect of such Third Party Claim and includes no admission of wrong doing. (v) The Indemnified Party shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, permit any defense or settlement right of appeal in respect of any Third Party Claim assumed by to terminate without giving the Indemnifying Party pursuant reasonable notice thereof and an opportunity to Section 4.2(b)contest such Third Party Claim. (dvi) In The Parties shall cooperate fully with each other with respect to Third Party Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and each Party's Relationship Manager will stay informed about and be prepared to discuss the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense with his or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, her counterpart and with legal counsel 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 delayedall reasonable times.

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. (aA) 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 any person who is not a party to this Agreement or an affiliate of a party to this Agreement in respect of which such third party Indemnified Party is entitled to indemnification under this Agreement by an Indemnifying 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 give written notice to the Indemnifying Party thereof in writing (the “Third Party Claim Notice”) within thirty (30) days of receipt of notice 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). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) transmit indicate the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying Party must provide written notice to the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim or (ii) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification Notice must be provided by the Indemnifying Party a written notice to the Indemnified Party within thirty (“Claim Notice”30) describing in reasonable detail the nature days after receipt of the Third Party Claim, Claim Notice or within such shorter time as may be necessary to give the Indemnified Party a copy of all papers served with respect reasonable opportunity to respond to such claim Third Party Claim (if anythe “Indemnification Notice Period”), and the basis of the Indemnified Party’s request for indemnification under this Agreement. (bB) Upon receipt of a Claim If the Indemnifying Party provides an Indemnification Notice with respect to a the Indemnified Party within the Indemnification Notice Period that it assumes responsibility for the Third Party Claim, 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 Indemnification Notice shall specify the counsel it will appoint to defend such claim (“Defense Counsel”); provided, however, that the Indemnified Party shall have the right to assume approve the defense of any Third Party Claim byDefense Counsel, within (30) days of receipt of which approval shall not be unreasonably withheld or delayed. In the Claim Notice, notifying the Indemnified Party in writing event that the Indemnifying Party elects fails to assume give the Indemnification Notice within the Indemnification Notice Period, the Indemnified Party shall have the right to conduct the defense of and to compromise and settle such Third Party Claim, and upon delivery Claim without the prior consent of such notice by the Indemnifying Party, the Indemnifying Party will be liable for all Losses paid or incurred in connection therewith. (C) In the event that the Indemnifying Party provides in the Indemnification Notice that it disputes the claim for indemnification against it, the Indemnified Party shall have the right to fully control conduct the defense and to compromise and settle such Third Party Claim, without the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written prior consent of the Indemnifying Party. Once such dispute has been finally resolved in favor of indemnification by a court or other tribunal of competent jurisdiction or by mutual agreement of the Indemnified Party. (c) If requested by the Party and Indemnifying Party, the Indemnifying Party shall within ten (10) business days of the date of such resolution or agreement, pay to the Indemnified Party shallall Losses paid or incurred by the Indemnified Party in connection therewith. (D) In the event that the Indemnifying Party delivers an Indemnification Notice pursuant to which it elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense of the Third Party Claim and the Indemnified Party will cooperate in good faith with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, 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 its own choosing. The Indemnifying Party will not settle the Third Party Claim or cease to defend against any Third Party Claim as to which it has (x) delivered an Indemnification Notice and communications with respect to any (y) assumed responsibility for the Third Party Claim, other than any privileged communications between without 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 prior written consent of the Indemnifying Indemnified Party, which consent shall 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 obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Agreement. (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 affiliates relating to the Third Party Claims underlying the offer of settlement and solely for a monetary payment, 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 limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the reasonable costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (F) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, or (ii) to the extent such Third Party Claim involves criminal allegations against the Indemnified Party or (y) the entire Third Party Claim 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 which the Indemnified Party is entitled to indemnification under this Agreement. (G) A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section will not affect the rights or obligations of any party under this Agreement 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 damaged 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 Promptly following the receipt of notice of a claim by such third party (a “Third Party Claim”) which such Indemnified , the party receiving the notice of the Third 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 Indemnifying Party thereof in writing within thirty (30) days other party of receipt its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice of such claim and (ii) transmit to if the Indemnifying Party a written party giving such notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claimis an Indemnified Party, a copy of all papers served with respect to such claim (if any), and specifying the basis of hereunder upon which the Indemnified Party’s request claim for indemnification under this Agreementis asserted. (b) Upon receipt Except as herein provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, if the defense of a Claim Notice with respect to a Third Party Claim is so tendered and the Indemnifying Party accepts such tender and acknowledges in writing without qualification its indemnification obligation and has paid to the Indemnified Party all expenses (including attorneys’ fees) incurred by the Indemnified Party in connection with such Third Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. 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 to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the right to assume contest, defend and litigate the defense Third Party Claim and shall have the right to enter into any settlement of any Third Party Claim; provided, however, the Indemnifying Party may not enter into any settlement of any Third Party Claim by, within (30) days without the prior written consent of receipt of the Claim Notice, notifying the Indemnified Party if pursuant to or as a result of such settlement, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement would create any financial or other obligation on the part of the Indemnified Party. The Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (A) the Third Party Claim relates to or arises in writing that connection with any criminal proceeding, action, indictment or allegation, or (B) the Third Party Claim seeks injunctive or other equitable relief, or which, if adversely determined, would impair in any material respect the financial condition, business, operations, reputation or prospects of Purchaser or its subsidiaries (including each member of the Company Group). All expenses (including attorneys’ fees) incurred by the Indemnifying Party elects in connection with the foregoing shall be paid by the Indemnifying Party. If an Indemnified Party is entitled to assume indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of the defense of a Third Party Claim pursuant to this Section 5.5(b), the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in reasonable 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 delivery such terms as the Indemnified Party deems fair and reasonable, provided that at least five (5) days prior to any such settlement, written notice of such notice by its intention to settle is given to 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 together with the written consent proposed terms of settlement. If, pursuant to the Indemnified Party. (c) If requested by the Indemnifying Partypreceding sentence, the Indemnified Party shallso contests, at the sole cost and expense of the Indemnifying Partydefends, 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 litigates 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 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, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of shall be reimbursed by the Indemnifying Party; providedParty for the reasonable attorneys’ fees and other expenses of contesting, thatdefending, any such settlement or compromise shall be permitted hereunder only with litigating and settling the written consent of Third Party Claim which are incurred from time to time, promptly following the presentation to the Indemnifying Party, which consent shall not be unreasonably withheld or delayedParty of itemized bills for such attorneys’ fees and other expenses.

Third Party Claims. (a) If In the event that any third party shall notify any Indemnified Party in writing action, claim, demand or proceeding with respect to any matter involving a claim by such third party which Sellers may be liable under this Agreement (a “Third Party Claim”) which such Indemnified is asserted or announced by any third party (including any Governmental Authority) against Purchaser or any Target Group Company (the “Claim Addressee”), Purchaser shall inform Sellers about the Third Party believes would give rise Claim without undue delay after becoming aware of the Third Party Claim. (b) Unless a shorter period is required by Law in order to respond to 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 Party a written notice (“Claim Notice”) describing in reasonable detail the nature 15 Business Days after being informed of the Third Party Claim, the Sellers shall have the right to elect to defend the Claim Addressee in connection with the Third Party Claim. In such event Sellers shall have the right to defend A. Prot. 2014/125 CuS 82 the Claim Addressee by all appropriate actions and shall have, at any time during the proceedings, the sole power to direct and control such defence. In particular, Sellers may participate in and direct all negotiations and correspondence with the third party, appoint and instruct counsel and request that the Third Party Claim be litigated or settled in accordance with Sellers’ instructions (provided that no settlement shall be entered into without Purchaser’s prior written consent if such settlement provides for any terms other than the payment of money by Purchaser or the respective Target Group Company). No action by Sellers or their representatives in connection with the defence shall be construed as an acknowledgement (whether express or implied) of a copy Purchaser Claim under this Agreement or of any underlying facts related to such Purchaser Claim. In the event Sellers do not notify Purchaser of their election to defend the Claim Addressee within the 15 Business Day period referenced above, Purchaser shall be entitled to undertake the defence thereof by counsel or other representative designated by it. To the extent that Sellers are in breach of a representation, covenant or agreement, all papers served costs and expenses incurred by Sellers in defending the Third Party Claim shall be borne by Sellers. If it turns out that Sellers were not in breach, any costs and expenses reasonably incurred by Sellers in connection with the defence (including advisors’ fees) shall be borne by Sellers, provided, however, that the respective Claim Addressee shall assign any and all claims for reimbursement of cost (Kostenerstattungsanspruch) that it may have against any third party with respect to such claim the Third Party Claim to Sellers up to the amount of costs which Sellers in fact incurred in respect of their defence of the Third Party Claim. (if anyc) Purchaser agrees, and shall cause any Target Group Company, (i) to fully cooperate with, and assist Sellers in the defence of any Third Party Claim, (ii) to diligently conduct the defence (to the extent that Sellers are not in control of the defence) in order to keep the Loss as low as possible, (iii) not to acknowledge or settle the Third Party Claim without Sellers’ prior written consent, (iv) subject to appropriate confidentiality restrictions to provide Sellers’ representatives access, upon reasonable advance notice and during normal business hours, to all relevant books and records, other information, premises (regardless of owned or leased) and personnel of any Target Group Company, (v) to allow Sellers and its representatives to copy or photograph any Assets, accounts, documents and records for the purpose of avoiding, disputing, defending, appealing, compromising or contesting any Third Party Claim or liability as Sellers or their professional ad- A. Prot. 2014/125 CuS 83 visors may reasonably request, (vi) to deliver to Sellers without undue delay copies of all relevant orders (Bescheide), decisions, filings, motions and other documents of any court, authority or party to the basis conflict, and (vii) to give Sellers reasonable opportunity to comment on and discuss with Purchaser and any Target Group Company any measures which are necessary or appropriate to take or to omit in connection with a Third Party Claim, and to comment on and review any reports and documents and to participate in all relevant Tax and social security audits, court hearings and any other meetings (it being understood that subsections (ii) through (vii) above shall apply irrespective of whether or not Sellers have elected to defend the Indemnified Party’s request Third Party Claim). Any costs and expenses incurred by Purchaser in connection with the cooperation or defence in accordance with this Section 10.8 shall be borne by Purchaser and/or the Target Group Companies, except for indemnification any Losses to be indemnified by Sellers under this Agreement. (bd) Upon receipt The failure of a Purchaser to procure that any Claim Notice Addressee complies with respect any of its obligations under this Section 10.8, especially the failure to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of carefully and diligently defend any Third Party Claim by(e.g. by accepting a judgment of default), within shall release Sellers from its respective indemnification obligations hereunder, except if (30and to the extent) days of receipt that the Claim Addressee proves that Sellers are not prejudiced by such failure. Notwithstanding any of the Claim Noticeforegoing, 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 Sellers shall have the right no obligation to fully control and settle the proceeding, provided, that, compensate for 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 Loss 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 under this Section 10.8 as long as the Indemnifying Sellers pursue to diligently defend the Third Party elects Claim by means of all available appeal and not before the matter is subject to assume the defense a final non‑appealable decision 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 delayedis otherwise settled.

Third Party Claims. (a) If any third party shall notify In the event that, subsequent to the Closing, any Indemnified Party in writing with respect entitled to indemnification under this Agreement receives notice of the assertion of any matter involving claim or of the commencement of any action or Proceeding by any Person who is not a claim by such third party hereto or an Affiliate of a party hereto (a “Third Party Claim”) which against such Indemnified Party believes would give rise Party, with respect to a claim for indemnification against the which an Indemnifying Party is or is reasonably likely to be required to provide indemnification under this Article IVAgreement, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of give written notice of regarding 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 within 10 Business Days of the Indemnified Party’s request for becoming aware that such Third Party Claim is a claim that such Indemnifying Party is or is reasonably likely to be required to provide indemnification under this Agreement, together with a copy of any related correspondence or documentation. (b) Upon receipt The Indemnified Party shall have the right in its sole discretion to control the defense of a and settle all Third Party Claims; provided, however, without the consent of the Indemnifying Party, the Indemnified Party may not settle any such Third Party Claim Notice or consent to the entry of judgment in respect of such Third Party Claim if such settlement or judgment will result in the imposition of any remedy other than monetary damages that bind or impose liability on the Indemnifying Party or its Affiliates; provided, further, that no settlement of any such Third Party Claim will be determinative of the amount of Losses relating to such matter. If the Representative consents to any such settlement, neither the Representative nor any Seller will have any power or authority to object to the amount or validity of any claim by or on behalf of any Indemnified Party for indemnity with respect to a such settlement. Notwithstanding any other provision of this Agreement, any reasonable, documented costs and expenses of investigation, settlement and defense, including court costs and attorneys’ fees, incurred or suffered by any Indemnified Party in connection with the defense of any Third Party ClaimClaim alleging matters that would constitute a breach or inaccuracy of a representation or any other matter specified in Section 8.1 or Section 8.2, the whether or not it is ultimately determined that there was such a breach or inaccuracy, will constitute Losses subject to indemnification under this Article 8. The Indemnifying Party shall have the right to assume participate in the defense of any Third Party Claim by, within at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel. (30c) days of receipt of the Claim Notice, notifying the The Indemnified Party in writing that any event shall (i) settle or defend such Third Party Claim with reasonable diligence, (ii) cooperate with the Indemnifying Party elects Parties in the investigation and analysis of such claim or proceeding and consider in good faith recommendations made by the Indemnifying Parties with respect thereto, (iii) subject to assume attorney-client privilege and confidentiality obligations except to the extent a joint defense agreement or similar agreement is in effect, afford the Indemnifying Parties reasonable access to such relevant information as it may have in its possession, and (iv) keep the Indemnifying Parties reasonably advised of the status of such Third Party Claim, on at least a monthly basis (and on a more frequent basis upon delivery the occurrence of material developments, pleadings or events related to 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(bdefense). (d) In A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 8.5 will not affect the event rights or obligations of any Indemnifying Party except and only to the extent that, as a Third Party Claim for which result of such failure, the Indemnifying Party elects not was directly and materially damaged as a result of such failure to assume the defense give timely, complete 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 delayedaccurate notice.

Third Party Claims. (a) If any third party shall notify any Indemnified Party in writing with respect the Indemnity Claim relates 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 Claim that the Indemnified Party shall promptly (i) notify is required by applicable law to pay without a prior opportunity to contest it, 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 in reasonable detail the nature of the Third Party Claimmay, a copy of all papers served with respect to such claim (if anydespite Sections 6.7(c), 6.7(d) and 6.7(e)(i) hereof, make the basis of the Indemnified Party’s request for indemnification under payment without affecting its right to make an Indemnity Claim in accordance with this Agreement. (b) Upon receipt of a Claim Notice with respect The Indemnified Party will promptly deliver to a Third Party Claim, the Indemnifying Party shall have copies of all correspondence, notices, assessments or other written communication received by the right to assume the defense Indemnified Party in respect 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 will 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, defendnegotiate, 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. (d) 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 an opportunity to contest the Third Party Claim. (e) 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 with the matters forming the basis of a Third Party Claim, the following will apply: (i) the Indemnifying Party will have the right, subject to the rights of any insurer or third party having potential liability for it, by written notice delivered to the Indemnified Party within 30 Business Days of receipt by the Indemnified Party of the notice of the Indemnity Claim to 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; (ii) 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; (iii) each of the Indemnified Party and the Indemnifying Party will make all reasonable efforts to make available to the Party who has assumed carriage and control of the negotiation, defence or settlement of a Third Party Claim those employees whose assistance or evidence is necessary to assist such Party in evaluating and defending that Third Party Claim and all documents, records and other materials in the possession or control of such Party required for use in the evaluation and the defence of that Third Party Claim; (iv) despite Sections 6.7(c), 6.7(d) and 6.7(e)(i) hereof, the Indemnifying Party will not settle a Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a Material Adverse Effect on the Indemnified Party except with the Indemnified Party’s prior written consent; and (v) the Indemnifying Party will indemnify and hold harmless the Indemnified Party of and from any Loss incurred or suffered as a result of the Indemnifying Party’s settlement of the Third Party Claim or conduct of any related legal or administrative proceeding.

Third Party Claims. (a) If Upon providing notice to an Indemnifying Party by an Indemnified Party pursuant to Section 7.3 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 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 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 connection with such cooperation (other than attorneys’ fees and expenses, which are addressed in the following sentence). So long as the Indemnifying Party elects to contestis conducting the defense of such claim as provided in this Section 7.5, 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 not control, and neither the Indemnified Party nor the Indemnifying Party shall consent to the entry of any defense Judgment or enter into any settlement with respect to such claim without the prior written consent of the other unless such Judgment or settlement of any Third Party Claim assumed (A) 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). , (dB) 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 (C) 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, (i) the Indemnified Party may, at its option, defend, settle, compromise or pay may defend against such action or claim at the expense of the Indemnifying Partyin any manner it may reasonably deem to be appropriate; provided, thathowever, that the Indemnified Party shall not consent to the entry of any Judgment or enter into any settlement with respect to such settlement or compromise shall be permitted hereunder only with claim without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld or delayed), (ii) subject to the limitations set forth in Section 7.4, the Indemnifying Party shall reimburse the 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, and (iii) the Indemnifying Party shall remain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in this Article 7; provided, however, in the event that the Indemnified Party assumes the defense of any such claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, including with respect to any Judgment or settlement. In the event that it is ultimately determined in accordance with this Agreement that the Indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against any claim by a third party contemplated by this Section 7.5, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and expenses) and any Losses incurred by the Indemnifying Party in its defense of such third party claim with respect to such Indemnified Party.

Third Party Claims. (a) If In the event that any Claims or Losses are asserted against or sought to be collected from an Indemnified Party by a third party shall notify any ("Third Party Claims"), the Indemnified Party in writing shall with reasonable promptness provide to the Indemnifying Party a Third Party Claim Notice. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party 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 Claims if the Indemnified Party shall promptly (i) fails to notify the Indemnifying Party thereof in writing within thirty (30) days accordance with the provisions of receipt of notice of such claim and (ii) transmit to this Agreement in reasonably sufficient time so that the Indemnifying Party's ability to defend against the Third Party a written notice (“Claim Notice”) describing in reasonable detail Claims is not prejudiced. The Indemnifying Party shall have 30 days from the nature personal delivery or receipt of the Third Party Claim, a copy Claim Notice ("Notice Period") to notify the Indemnified Party (a) whether or not it disputes the liability of all papers served the Indemnifying Party to the Indemnified Party hereunder with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. Third Party Claims and/or (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 whether 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 shallnot it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such Third Party Claims. If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such Third Party Claims, the Indemnifying Party shall have the right to defend all appropriate proceedings, with counsel of its own choosing, which proceedings shall be promptly settled or prosecuted by them to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which Claims that the Indemnifying Party elects to contestcontest or, including if appropriate and related to the claim in question, in making of any related counterclaim against the person asserting the Third Party Claim Claims, or any cross 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 No Third Party Claim, other than Claim may be settled or otherwise compromised in a manner which imposes any privileged communications between obligation or liability on 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 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 or Indemnified Party, which consent shall not be unreasonably withheld or delayedrespectively, provided that a reasonable defense(s) to such Third Party Claim exists.

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 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 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 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 Promptly following the receipt of notice of the assertion or commencement of a claim by such a third party (against a “Third Party Claim”) which such Indemnified Party believes would Buyer Indemnitee or Seller Indemnitee that may give rise to a claim for indemnification against Claim (such third-party claim, a “Third-Party Claim”), the Indemnifying Party under this Article IV, then party receiving 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 notice (“Claim Notice”) describing in reasonable detail shall provide the nature of the Third Party Claim, a copy of all papers served other party 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 such Third-Party Claim. Such Claim Notice shall be accompanied by copies of all documents and information relevant to the Third-Party Claim and in the Indemnified Person’s possession. Thereafter, the Indemnified Person shall deliver to the Indemnifying Party from time to time, promptly, but in any event within five days of becoming aware of any new facts or circumstances not described in such initial Claim Notice that would reasonably be expected to give rise to, or be in furtherance of, a Claim with respect to such Third-Party Claim, written notice thereof to the Indemnifying Party, specifying such new facts and circumstances, any related Losses, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Losses, all with reasonable particularity, including copies of all new notices, documents (including court papers) and other information relevant to the Third-Party Claim and in the Indemnified Person’s (or their representative’s) possession. (b) Subject to Section 11.7(c), the Indemnifying Party shall have the right (but not the obligation) to assume conduct and control, through counsel of its choosing, the defense defense, compromise and settlement of any Third Third-Party Claim byas to which indemnification is sought by any Indemnified Person from any Indemnifying Party hereunder. The Indemnifying Party shall notify the Indemnified Person in writing, within as promptly as possible (30but in any case before the due date for the answer or response to the Third-Party Claim) days of after receipt of the notice of Third-Party Claim Notice, notifying given by the Indemnified Party in writing that Person to the Indemnifying Party elects under Section 11.7(a) of its election to assume the defense of such Third Third-Party Claim. The Indemnified Person may participate, through counsel chosen by it and upon delivery at its own expense, in the defense of any such notice by Third-Party Claim as to which the Indemnifying PartyParty has so elected to conduct and control the defense thereof. Should an Indemnifying Party assume the defense of a Third-Party Claim in accordance with this Section 11.7, the Indemnifying Party shall have not be liable to the right to fully control and settle Indemnified Person for any legal expenses incurred by the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only Indemnified Person in connection with the written consent of the Indemnified Partyinvestigation or defense thereof. (c) If requested by Notwithstanding anything in Section 11.7(b) to the Indemnifying Partycontrary, 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 Person shall have the right to receive copies of all pleadings, notices conduct 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 through counsel of its choosing, the defense, compromise and settlement of any Third Third-Party Claim assumed by (i) that seeks as 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 sole remedy an injunction or fails to make such an election within the 30 days of the Claim Notice, other equitable relief against the Indemnified Party mayPerson, 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 (ii) upon the written consent of the Indemnifying Party. Whether or not the Indemnified Person shall have assumed the defense of a Third-Party Claim, which consent the Indemnified Person shall not admit any liability with respect to, consent to the entry of any judgment, with respect to or settle, compromise or discharge, any Third-Party Claim without the prior written consent of the Indemnifying Party. The Indemnified Person shall cooperate in connection with the defense, compromise or settlement of any Third-Party Claim pursuant to this Section 11.7 and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be unreasonably withheld reasonably requested by the Indemnifying Party in connection therewith. Neither the Indemnifying Party nor the Indemnified Person shall, without the prior written consent of the other, cause, or delayedagree to, the waiver of the attorney-client privilege, attorney work-product immunity or any other privilege or protection in respect of confidential legal memoranda and other privileged materials drafted by, or otherwise reflecting the legal advice of, internal or outside counsel of an Indemnifying Party or Indemnified Person such Third-Party Claim. (d) Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, unless it is determined that indemnification is owed pursuant to this Article XI with respect to a matter subject to the indemnification obligations set forth in Section 11.2, in no event shall the Indemnifying Party be responsible to the Indemnified Person for any Losses or legal expenses incurred by the Indemnified Person in connection with defending and/or settling such Third-Party Claim. (e) To the extent that any Seller is liable in respect of Losses for which Buyer or its respective Affiliates have a right to recover against a third party (including an insurance company), such Seller shall be subrogated to the right of the applicable Indemnified Person to seek and obtain recovery from such third party; provided, however, that if such Seller shall be prohibited from such subrogation, the applicable Indemnified Person shall use all commercially reasonable efforts to seek recovery from such third party on such Seller’s behalf and pay any such recovery to such Seller.