Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any third party Governmental Authority) that is not a WMB Entity or a WPX Entity of any claim (including environmental claims and demands or requests for investigation or remediation of contamination) or of the commencement by any such third person 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 which another party hereto (an “Indemnifying Party”) is or Party may be obligated to provide indemnificationindemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, the Indemnified a “Third-Party Claim”), such Indemnitee shall promptly notify the give such Indemnifying Party in writing (the “Claim Notice”) written notice thereof as soon as promptly practicable, but no later than 30 days after becoming aware of the Indemnifiable such Third-Party Claim; provided, that the failure to provide . Any such notice shall describe the Third-Party Claim in reasonable detail and contain written correspondence received from the third party that relates to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 8.5(a) shall not relieve or otherwise affect the obligation of the related Indemnifying Party to provide indemnification hereunderof its obligations under this Article VIII, except to the extent that any damages directly resulted or were caused such Indemnifying Party is prejudiced by such failurefailure to give notice. (b) The With respect to any Third-Party Claim: (i) Unless the parties otherwise agree, within 30 days after the receipt of notice from an Indemnitee in accordance with Section 8.5(a), an Indemnifying Party shall have thirty defend (30) days after receipt of the Claim Notice to undertakeand, 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 unless the Indemnifying Party in connection therewith; providedhas specified any reservations or exceptions, that (A) seek to settle or compromise), at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. The applicable Indemnitee shall have the Indemnifying Party shall permit the Indemnified Party right to employ separate counsel and to participate in such (but not control) the defense, compromise, or settlement or defense through counsel chosen by thereof, but the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyexpense of such Indemnitee. Notwithstanding the foregoing, and (B) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (A) for any period during which the Indemnifying Party has not settle assumed the defense of such Third-Party Claim (other than during any Indemnifiable period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 8.5(a)) or (B) to the extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (ii) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the Indemnified consent of the applicable Indemnitee; provided, however, that such Indemnitee shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnitee, including a significant adverse impact on the rights, obligations, operations, standing or reputation of the Indemnitee (or any of its Subsidiaries or Affiliates), and (C) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (c) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. In the event that a party (athe “Indemnitee”) If any desires to make a claim against another party entitled to be indemnified (the “Indemnitor”) pursuant to Section 7.1 (an “Indemnified Party”) receives notice of 8.2 or Section 8.3 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the assertion Indemnitee by any third party for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”), the Indemnitee shall promptly notify, in writing, the Indemnitor of any claim or such Third Party Claim and of the commencement by any such third person Indemnitee’s claim 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”) indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) thereto. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnitee if he/she or it has elected to undertakeassume the defense of such Third Party Claim. If the Indemnitor elects to assume the defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of his or 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, however, that (A) the Indemnifying Party shall permit the Indemnified Party to Indemnitee may participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such Third Party Claim with his/her or its own counsel shall not be borne by at his/her or its own expense and the Indemnifying Party, and (B) the Indemnifying Party shall Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified PartyIndemnitee’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not Indemnitor fails to notify the Indemnified Party Indemnitee within thirty (30) days after receipt of the Claim Notice that it elects Indemnitee’s written notice of a Third Party Claim, the Indemnitee shall be entitled to undertake assume the defense of such Third Party Claim at the Indemnifiable Claim described therein, expense of the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretionIndemnitor; provided, however, that the Indemnified Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimnot be unreasonably withheld.

Third Party Claims. (a) If a third party commences or threatens a Proceeding (a “Third-Party Claim”) against any party entitled to be indemnified pursuant to Buyer Indemnified Party or any Seller Indemnified Party (as that term is defined in Section 7.1 8.7 herein), as the case may be, (an the “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto any matter that the Indemnified Party is entitled to make a claim for indemnification against Seller or Buyer, as the case may be (an the “Indemnifying Party”) is or may be obligated to provide indemnificationunder this Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing (the “Claim Notice”) of the Indemnifiable Claimexistence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim to the Indemnifying Party; provided, however, that the any inadvertent failure to provide such notice shall not relieve or otherwise affect the obligation of notify the Indemnifying Party or to provide indemnification hereunder, except deliver copies will not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that any damages directly resulted or were caused extent) the Indemnifying Party is materially prejudiced by such failure. (b) The Upon receipt of the notice described in Section 8.5(a), the Indemnifying Party shall have thirty the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (30i) within ten days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expensesuch notice, the settlement or defense thereof, and Indemnifying Party notifies the Indemnified Party shall cooperate with in writing that the Indemnifying Party in connection therewithwill, subject to the limitations of this Article VIII, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third Party Claim; provided, that (Aii) the Indemnifying Party shall permit provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder; (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation; (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body; (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief; (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently; and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and Third-Party Claim. (Bc) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable conducting the defense of the Third-Party Claim in good faithaccordance with Section 8.5(b), (i) the Indemnifying Party shall not be responsible for any attorneys’ fees incurred by the Indemnified Party shall not pay or settle such claim without regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s consentassumption of the defense pursuant to Section 8.5(b)); and (ii) neither the Indemnified Party nor the Indemnifying Party shall 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 other party, which consent shall not be unreasonably withheldwithheld unreasonably. (cd) If any condition in Section 8.5(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and 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 the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party does not notify in connection therewith); (ii) the Indemnifying Party will reimburse the Indemnified Party within thirty promptly and periodically (30but no less often than monthly) days after receipt for the costs of defending against the Claim Notice that it elects to undertake Third-Party Claim, including attorneys’ fees and expenses; and (iii) the defense of the Indemnifiable Claim described therein, Indemnifying Party shall remain responsible for any Losses the Indemnified Party shall have may incur relating to or arising out of the right Third-Party Claim to contest, settle, or compromise the Indemnifiable Claim fullest extent provided 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 Claimthis Article VIII.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion claim, action at law or suit in equity is instituted by any a third party of any 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 against an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Indemnified Party with respect to which another party hereto an Indemnified Party intends to claim indemnification for any Losses under Sections 9(a) or (an “Indemnifying Party”) is or may be obligated to provide indemnificationb), the as applicable, such Indemnified Party shall promptly notify give written notice to the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedsuch claim, that the action or suit with reasonable promptness. The failure to provide such give the notice required by this Section 9(d) with reasonable promptness shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunder, obligations hereunder except to the extent that any damages directly resulted or were caused by the Indemnifying Party is actually prejudiced as a result of the failure to give such failurenotice. (bii) The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of its own choosing, the defense of such third party action or suit and shall do so in good faith; provided, however, that the Indemnifying Party may participate at its own expense, with counsel of its choosing, in the settlement defense of such third party action or suit although such action or suit shall be controlled by the Indemnified Party. If the Indemnified Party does not notify the Indemnifying Party that it is assuming the right to conduct and control the defense thereofof such third party action or suit when it delivers the initial notice of the third party claim, the Indemnifying Party shall have the right, at the expense of the Indemnifying Party, to conduct and control, through counsel of its choosing, the defense of such third party action or suit and shall do so in good faith; provided, however, that the Indemnified Party may participate at its own expense, with counsel of its choosing, in the defense of such third party action or suit although such action or suit shall be controlled by the Indemnifying Party. (iii) The Indemnified Party and the Indemnified Indemnifying Party shall cooperate with each other to the Indemnifying fullest extent possible in regard to all matters relating to the third-party claim, including, without limitation, corrective actions required by applicable Law, assertion of defenses, the determination, mitigation, negotiation and settlement of all amounts, costs, actions, penalties, damages and the like related thereto, access to the books and records of the Company and its Subsidiaries, and, if necessary, providing the party controlling the defense of the third party claim and its counsel with any powers of attorney or other documents required to permit the party controlling the defense of the third party claim and its counsel to act on behalf of the other party. (iv) Neither the Indemnified Party in connection therewith; provided, that (A) nor the Indemnifying Party shall permit the Indemnified Party to participate in settle any such settlement or defense through counsel chosen by the Indemnified Party (subject to third party claim without the consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld); provided, provided however, that if such settlement involves the reasonable fees payment of money only and expenses the release of all claims and the Indemnified Party is completely indemnified therefore and nonetheless refuses to consent to such counsel shall not be borne by the Indemnifying Partysettlement, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not cease to be unreasonably withheldobligated for such third party claim. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 Any compromise or settlement of any the claim under this Section 9(d) shall include as an unconditional term thereof the giving by the claimant in question to the Indemnifying Party and the Indemnified Party of a release of all liabilities in respect of such Indemnifiable Claimclaims.

Third Party Claims. (ai) If any Promptly after receipt by an indemnified party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives of notice of the assertion by commencement of any third action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard before or otherwise involving any court, governmental agency or entity or arbitrator (a "Proceeding") against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Section 7.2, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any claim or of the commencement by liability that it may have to 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 hereunderindemnified party, except to the extent that any damages directly resulted or were caused the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to give such failurenotice. (bii) The Indemnifying Party shall have thirty (30If any Proceeding referred to in Section 7.2(h)(i) days after receipt is brought against an indemnified party and it gives notice to the indemnifying party of the Claim Notice to undertake, conduct and control, through counsel commencement of its own choosing, and at its expensesuch Proceeding, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party indemnifying party will be entitled to participate in such settlement Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such Proceeding and the indemnified party reasonably determines that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party (acting in good faith) and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense through counsel chosen of such Proceeding, in each case subsequently incurred by the Indemnified Party indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (subject to i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of any law, statute, ordinance, regulation or ruling or any violation of the Indemnifying Party, which consent shall not rights of any person and no effect on any other claims that may be unreasonably withheld), provided that made against the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyindemnified party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without sole relief provided is monetary damages that are paid in full by the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as indemnifying party; and (ii) the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 indemnified party will have no liability with respect 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 such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Indemnifiable ClaimProceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party reasonably determines that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Third Party Claims. (a) If any party entitled Upon providing notice to be indemnified an Indemnifying Party by an Indemnified Party pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or 6.2 of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation proceeding against such Indemnified Party by Licensee 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”) a Third Party with respect to which another party hereto (an “such Indemnified Party intends to claim any Loss under this Article 6, such Indemnifying Party shall have the right to defend such claim, at such Indemnifying Party”) is or may be obligated ’s expense and with counsel of its choice reasonably satisfactory to provide indemnificationthe Indemnified Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall promptly notify shall, at the request of the Indemnifying Party Party, use commercially reasonable efforts to cooperate in writing (the “Claim Notice”) of the Indemnifiable Claimsuch defense; 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 after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without bear the Indemnified Party’s consent, which consent shall not be unreasonably withheldreasonable out-of-pocket costs and expenses incurred in connection with such cooperation. So long as the Indemnifying Party is vigorously contesting any conducting the defense of such Indemnifiable Claim claim as provided in good faiththis Section 6.4, the Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim, and neither the Indemnified Party nor the Indemnifying Party shall not pay consent to the entry of any Judgment or settle enter into any settlement with respect to such claim without the prior written consent of the other unless such Judgment or settlement (a) provides for the payment by the Indemnifying Party’s consentParty of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, which consent shall not be unreasonably withheld. Judgment or settlement), (b) 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) If 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 the Indemnifying Party does not notify or ceases to conduct the defense of such claim as so provided, (i) the Indemnified Party within thirty may defend against, and consent to the entry of any Judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (30ii) days after receipt of subject to the Claim Notice that it elects to undertake limitations set forth in Section 6.3, the defense of the Indemnifiable Claim described therein, 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 have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that remain responsible for any Losses the Indemnified Party shall notify may suffer as a result of such claim to the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimfull extent provided in this Article 6.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s Party'Shareholder consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, 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. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Purchaser or the Company which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successfully, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any 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”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedsuch claim, that but the failure to provide such notice shall not relieve or otherwise affect the obligation of so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to provide indemnification hereunderany Indemnified Party, except to the extent that any damages directly resulted or were caused the defense of such action is actually and materially prejudiced by the Indemnified Party’s failure to give such failure. (b) notice. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing reasonably acceptable to the Indemnified Party, any such third-party claim, action, suit or proceeding (a “Third-Party Claim”), and at the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and in no event shall the Indemnifying Party compromise or settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such compromise or settlement (i) provides for no relief other than the payment of monetary damages borne solely by the Indemnifying Party, (ii) does not include any admission of wrongdoing or violation of Law on the part of the Indemnified Party or its expenseAffiliates and (iii) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that, notwithstanding the foregoing, the settlement Indemnifying Party shall only be entitled to direct the defense (A) for so long as the Indemnifying Party conducts the defense in an active and diligent manner, (B) if the Third-Party Claim is not in respect of any matter involving potential criminal liability and does not seek as a remedy the imposition of an equitable remedy that, if granted, would be binding upon the Indemnified Party or defense thereofany of its Affiliates, (C) if the Third-Party Claim is in respect of an indemnification claim by any Purchaser Indemnitee pursuant to Section 8.2(i) or Section 8.2(iii) or any Seller Indemnitee pursuant to Section 8.3(i) and such Third-Party Claim is reasonably expected to result in Losses less than 50% of which would be in excess of the Cap, (D) if the Indemnified Party does not have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party and (E) with respect to any matter if the Indemnified Party shall not have been advised by outside counsel that there would be an actual conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that respect to such matter. (Ab) the Indemnifying Party shall permit the No Indemnified Party to participate in such settlement may compromise or defense through counsel chosen by settle any Third-Party Claim for which it is seeking indemnification hereunder without the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If the Indemnifying Party is controlling the defense of a Third Party Claim, provided it shall nevertheless 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 reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party; provided, and further, that (B) the Indemnifying Party shall not settle any Indemnifiable Claim without limiting the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as ability to assume control of the Indemnifying defense of such Third Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without at the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. expense pursuant to the last sentence of (ca)) 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 contestemploy counsel to represent it, settleat the Indemnifying Party’s expense, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that if either (i) the Indemnified Party shall notify has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party or (ii) there is a conflict of interest between the Indemnifying Party and 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 compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Proceeding if for any reason the Indemnifying Party ceases (after notice and reasonably opportunity to cure) to actively, competently and diligently conduct the defense or otherwise fails to continue to have the right to control such Indemnifiable defense as described in Section 8.7(a). (c) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party records and information 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 party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 under this Article 9 shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days after of receipt of the a Third Party Claim Notice from the Indemnified Party with respect thereto, to undertake, assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party, and at its expense, the settlement or defense thereofany Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithmay compromise or settle the same; provided, provided that (A) the Indemnifying Party shall permit give the Indemnified Party to participate in such advance written notice of any proposed compromise or settlement or defense through counsel chosen by and shall not, without the prior written consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided consent to or enter into any compromise or settlement that commits the reasonable fees Indemnified Party, to take, or to forbear to take, any action or does not provide for a full and expenses of such counsel shall not be borne complete written release by the Indemnifying applicable Third Party of the Indemnified Party, and (B) . 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 shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, (which consent shall not be unreasonably withheld). So long as the No Indemnifying Party is vigorously contesting may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Indemnifiable Third Party Claim in good faith, without the prior written consent of the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, (which consent shall not be unreasonably withheld). Should the Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.5(b) below, the Indemnifying Party shall not be liable to any Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless any Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees) and any damages incurred by the Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party. (b) Without limiting Section 9.5(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof and payment therefore has been specifically authorized in advance by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.5(a) (in which case the Indemnified Party shall control the defense). (c) If Regardless of whether the Indemnifying Party does not notify chooses to defend or prosecute any Third Party Claim, the Indemnified Party within thirty (30) days after receipt shall, and shall cause each other Indemnified Party to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours, with reasonable prior notice, afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Claim Notice that it elects to undertake Indemnified Party controls the defense of the Indemnifiable Claim described thereinclaim, the Indemnifying Party shall cooperate with the Indemnified Party shall have on 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 Claimterms described above.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Paragraph (a) of this Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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. (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (BBi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (ciii) 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. (a) If any party entitled to be indemnified Following the receipt of notice provided by an Indemnified Party pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or 8.2 of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation proceeding against such Indemnified Party 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”) a Third Party with respect to which another party hereto (such Indemnified Party intends to claim any Loss under this Article 8, an “Indemnifying Party shall have the right to defend such claim, at such Indemnifying Party”) is or may be obligated ’s expense and with counsel of its choice reasonably satisfactory to provide indemnificationthe Indemnified Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall promptly notify shall, at the Indemnifying Party in writing (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 after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent request of the Indemnifying Party, which consent shall not be unreasonably withheld), use commercially reasonable efforts to cooperate in such defense; provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without bear the Indemnified Party’s consent, which consent shall not be unreasonably withheldreasonable out-of-pocket costs and expenses incurred in connection with such cooperation. So long as the Indemnifying Party is vigorously contesting any conducting the defense of such Indemnifiable Claim claim as provided in good faiththis Section 8.4, the Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim. The Indemnifying Party shall not pay consent to the entry of any Judgment or settle enter into any settlement with respect to such claim without the prior written consent of the Indemnified Party unless such Judgment or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement), (ii) results in the full and general release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such claim and (iii) does not involve a finding or admission of any violation of any law, rule, regulation or Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party’s consent, which consent shall not be unreasonably withheld. (c) If . In the event the Indemnifying Party does not notify or ceases to conduct the defense of such claim as so provided, (x) the Indemnified Party within thirty may defend against, and consent to the entry of any Judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (30y) days after receipt of subject to the Claim Notice that it elects to undertake limitations set forth in Section 8.3, the defense of the Indemnifiable Claim described therein, 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 (z) the Indemnifying Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that remain responsible for any Losses the Indemnified Party shall notify may suffer as a result of such claim to the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimfull extent provided in this Article 8.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any 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”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsuch claim; provided, however, that no delay or failure in delivering any such Claim Certificate shall in any manner limit any Indemnified Party’s rights hereunder unless and only to the failure to provide such notice shall not relieve or otherwise affect the obligation of extent the Indemnifying Party to provide indemnification hereunder, except is actually and materially prejudiced thereby. Subject to the extent that any damages directly resulted or were caused by such failure. (b) The provisions of this Section 8.7(a), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party, and at its expense, the settlement or defense thereofany third-party Action (a “Third-Party Claim”), and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithmay compromise or settle the same; provided, however, that (A) the Indemnifying Party shall permit give the Indemnified Party to participate in such advance notice of any proposed compromise or settlement and the Indemnifying Party shall not compromise or defense through counsel chosen by settle any Third-Party Claim without the prior written consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the reasonable fees and expenses payment of such counsel shall not be monetary damages borne solely by the Indemnifying Party, (y) does not include any admission of wrongdoing or violation of Law on the party of the Indemnified Party or its Affiliates and (Bz) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that the Indemnifying Party shall not settle have no right to conduct or control any Indemnifiable Third-Party Claim without (i) if the Indemnifying Party fails to notify the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 the Indemnified Party has given notice of the Third-Party Claim Notice to the Indemnifying Party, that it elects to undertake the Indemnifying Party is assuming the defense of such Third-Party Claim; (ii) unless the Indemnifiable Indemnifying Party expressly agrees in writing that such Indemnifying Party shall be liable for all Losses related to such Third-Party Claim, (iii) if the Third-Party Claim described thereinseeks equitable relief against the Indemnified Party; (iv) in the case where Seller is the Indemnifying Party if the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification with respect to such matter in light of the limitations set forth in this Article VIII; (v) if upon the written advice of outside counsel, the Indemnified Party determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Action; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; (vii) if such Third-Party Claim involves a Material Customer or (viii) if such Third Party Claim involves a Material Supplier and the reasonably anticipated Losses with respect to such claim are $1,000,000 or less. (b) Unless and until the Indemnifying Party elects to control or conduct the defense of any Third-Party Claim in accordance with (and to the extent permitted by) Section 8.7(a), the Indemnified Party shall have the right to contest, settle, control or compromise conduct the Indemnifiable Claim in the exercise defense of its reasonable discretionsuch Third-Party Claim; provided, that (i) in such event, the Indemnified Party shall notify diligently conduct such defense (including the making of all filings and responses due during such time) and (ii) no Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not (or, pursuant to Section 8.7(a), is not permitted to) elect 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 compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Third-Party Claim if for any reason the Indemnifying Party ceases (after notice and reasonably opportunity to cure) to actively, competently and diligently conduct the defense. (c) The Parties shall reasonably cooperate in the defense or prosecution of any Third-Party Claim, with such Indemnifiable cooperation to include (i) the retention and the provision of any non-confidential Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) the use of commercially reasonable efforts to make available employees of the Indemnifying Party and Indemnified Party who possess material information relevant to such Third-Party Claim on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) 8.3.1 If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) this Article 8 receives notice of the assertion by any third party of any a 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 action (an appeal from any of the foregoing (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, 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 from, or were caused by by, such failure. (b) 8.3.2 The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) 8.3.3 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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, provided that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any Upon receipt by the party entitled seeking to be indemnified pursuant to Section 7.1 9.02 (an “Indemnified Party”the "Indemnitee") receives of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationproceedings, hearingaudit, inquiryclaim, proceedingdemand or assessment (each, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such a "Claim") against it which might give rise to a claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationfor Damages, the Indemnified Party Indemnitee shall promptly notify give prompt written notice thereof (which shall be within 20 days of receipt by the Indemnifying Party in writing Indemnitee of such Claim) to the party from which it seeks to be indemnified (the “"Indemnitor") indicating the nature of such Claim Notice”) of and the Indemnifiable Claimbasis therefor; provided, however, that any delay or failure by the failure Indemnitee to provide such give notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent Indemnitor shall relieve the Indemnitor of its obligations hereunder only to the extent, if at all, that any damages directly resulted it is materially prejudiced by reason of such delay or were caused by such failure. (b) The Indemnifying Party Indemnitor shall have thirty (30) days after receipt the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such Claim. Assumption of the defense of any Claim Notice by the Indemnitor shall not prejudice the right of the Indemnitor to undertakeclaim at a later date that such Claim is not a proper matter for indemnification pursuant to this Article IX. If the Indemnitor shall undertake to compromise or defend any such Claim, conduct and control, through counsel it shall promptly notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such Claim; provided, however, that the Indemnitor shall not settle any such Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnitee from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have, upon giving prior written notice to the Indemnitor, the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent it within a reasonable time after notice of the institution of such action or proceeding, (ii) the Indemnitee shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnitor inappropriate, (iii) the Indemnitor is not defending a Claim, or (iv) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense, and in each such case the Indemnitee may defend such Claim on behalf of and for the account and risk of the Indemnitor. In any event, the Indemnitee and its counsel shall cooperate with the Indemnifying Party Indemnitor and its counsel and keep such counsel informed of all developments relating to any such Claims, provide copies of all relevant correspondence and documentation relating thereto, and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnitor. All costs and expenses incurred in connection therewith; providedwith the Indemnitee's cooperation shall be borne by the Indemnitor. In any event, that (A) the Indemnifying Party Indemnitee shall permit have, upon giving prior written notice to the Indemnified Party Indemnitor, the right at its own expense to participate in the defense of such asserted liability. In no event shall the Indemnitee consent to any judgment or entry into any settlement or defense through counsel chosen by without the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnitor (which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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.ARTICLE X

Third Party Claims. In the event that a Party (athe “Indemnitee”) If any party entitled desires to be indemnified make a claim against another Party (the “Indemnitor”) pursuant to Section 7.1 (an “Indemnified Party”) receives notice of 8.1 or Section 8.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the assertion Indemnitee by any third party for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”), the Indemnitee shall promptly notify, in writing, the Indemnitor of any claim or such Third Party Claim and of the commencement by any such third person Indemnitee’s claim 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”) indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) thereto. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnitee if he/she or it has elected to undertakeassume the defense of such Third Party Claim. If the Indemnitor elects to assume the defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of his/her or 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, however, that (A) the Indemnifying Party shall permit the Indemnified Party to Indemnitee may participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such Third Party Claim with his/her or its own counsel shall not be borne by at his/her or its own expense and the Indemnifying Party, and (B) the Indemnifying Party shall Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified PartyIndemnitee’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not Indemnitor fails to notify the Indemnified Party Indemnitee within thirty (30) days after receipt of the Claim Notice that it elects Indemnitee’s written notice of a Third Party Claim, the Indemnitee shall be entitled to undertake assume the defense of such Third Party Claim at the Indemnifiable Claim described therein, expense of the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretionIndemnitor; provided, however, that the Indemnified Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimnot be unreasonably withheld.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 7.2 (an “"Indemnified Party”") receives notice of the assertion by any third party ----------------- of any claim or of the commencement by any such third person party 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with ------------------- respect to which another party hereto (an “"Indemnifying Party”") is or may be ------------------ obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) 30 days after receipt of the Claim Notice (unless the claim or Action requires a response before the expiration of such 30-day period, in which case the Indemnifying Party shall have until the date that is 10 days before the required response date) to acknowledge responsibility 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 (Ai) the Indemnifying Party shall permit -------- the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of -------- such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent's consent if the settlement requires the Indemnified Party to admit wrongdoing, which consent shall not be unreasonably withheldpay any fines or refrain from any action. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days after receipt of the Claim Notice (or before the date that is 10 days before the required response date, if the claim or Action requires a response before the expiration of such 30 day period), that it acknowledges responsibility and elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, 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. (d) Anything contained in this Section 7.4 to the contrary notwithstanding, Sellers shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks (i) an order, injunction or other equitable relief or relief for other than money damages against Purchaser which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of the Company; provided, however, if such equitable -------- ------- relief portion of the Indemnifiable Claim can be so separated from that for money damages, Sellers shall be entitled to assume the defense of the portion relating to money damages or (ii) recovery of monetary damages in excess of the funds in the Escrow Account.

Third Party Claims. If Buyer, Sellers or Sellers’ Representative or the Representatives of any of the foregoing parties (a) If any party entitled to be indemnified pursuant to Section 7.1 (each an “Indemnified Party”) receives notice of the assertion by any third party or commencement of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge claim or investigation other legal proceeding made or brought by any Person who is not a party to this Agreement or before any governmental entity an Affiliate of a party to this Agreement or arbitrator and an appeal from any a Representative of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) against any Sellers Indemnified Party or Buyer Indemnified Party with respect to which another party hereto Sellers or Buyer, as the case may be (an the “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify give the Indemnifying Party prompt written notice thereof. Except as provided in writing (the “Claim Notice”) of the Indemnifiable Claim; providedSection 9.1, that the failure to provide give such prompt written notice shall will not relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunderobligations, except and only to the extent that any damages directly resulted or were caused the Indemnifying Party is actually prejudiced by such failure. (b) delay. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after receipt the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Claim Notice to undertake, conduct Indemnifying Party’s expense and control, through counsel of its by the Indemnifying Party’s own choosing, and at its expense, the settlement or defense thereofcounsel, and the Indemnified Party shall cooperate with in good faith in such defense. In the event that the Indemnifying Party in connection therewith; providedassumes the defense of any Third-Party Claim, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldSection 9.6(b), provided that it shall have the reasonable fees right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and expenses on behalf of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to contest, settle, control the defense thereof. If the Indemnifying Party elects not to compromise or compromise the Indemnifiable defend such Third-Party Claim in the exercise of its reasonable discretion; provided, that or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 9.6(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall notify cooperate with each other in all reasonable respects in connection with the Indemnifying Party defense of any compromise or settlement Third-Party Claim, including making available (subject to the provisions of any Section 6.7) records relating to such Indemnifiable Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. (ai) If any Promptly after receipt by a party entitled to be indemnified pursuant to under this Section 7.1 7 (an “"Indemnified Party”") receives of notice of the assertion by any third party commencement of any Action for which the Indemnified Party intends to assert a 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 which for indemnification against another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnificationunder this Section 7, the Indemnified Party shall promptly notify give notice to the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure commencement of such Action with reasonable promptness (so as to provide such notice shall not relieve or otherwise affect the obligation of prejudice the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureParty's rights). (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in any Action described in Section 7.5(a)(i) above and, to the extent that it wishes, to assume the defense of such settlement or defense through Action with counsel chosen by reasonably satisfactory to the Indemnified Party (subject to Party. Following the consent assumption of the defense by an Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable for any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, subsequent fees of legal counsel or other expenses incurred by the Indemnified Party shall not pay or settle 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 in connection with the defense of the Indemnifiable Claim described thereinsuch Action, and the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise of defense with its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any own counsel at its own expense. No compromise or settlement of any claims in an Action shall be binding on an Indemnifying Party for purposes of the Indemnifying Party's indemnity obligations under this Agreement without the Indemnifying Party's express written consent. The Indemnifying Party may not compromise or settle any claims in an Action without the Indemnified Party's express written consent, which shall not be unreasonably withheld, unless the compromise or settlement involves only the payment of money (which is paid by the Indemnifying Party) and does not include any admission of liability by the Indemnified Party. (iii) A party granted the right to direct the defense of any Action under this Section 7.5 shall (A) keep the other parties hereto informed of material developments in the Action, (B) promptly submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the Action, (C) permit the other parties and their counsel, to the extent practicable, to confer on the conduct of the defense of the Action, and (D) to the extent practicable, permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission. The parties shall make available to each other and each other's counsel and accountants all of their books and records relating to the Action, and each party shall provide to the others such Indemnifiable Claimassistance as may be reasonably required to insure the proper and adequate defense of the Action. Each party shall use its good faith efforts to avoid the waiver of any privilege of another party. The assumption of the defense of any Action by an Indemnifying Party shall not constitute an admission of responsibility to indemnify or in any manner impair or restrict the Indemnifying Party's rights to later seek to be reimbursed its costs and expenses if indemnification under this Agreement with respect to the Action was not required.

Third Party Claims. (a) If In the event that any party entitled written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be indemnified pursuant to Section 7.1 collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (an “15) days following such Indemnified Party”) receives notice ’s receipt of the assertion by any third party of any 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 demand (including a copy of any related written third party demand, claim or complaint) (the “Indemnifiable Third-Party Claim”) ), deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party with respect to which another party hereto (such Third-Party Claim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is actually prejudiced thereby. If a Third-Party Claim is made against an “Indemnifying Indemnified Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedbe entitled to participate therein and, 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 the Indemnified Party shall wish, to assume the defense thereof. The Indemnifying Party shall cooperate fully with the Indemnified Party and its counsel in the defense against any damages directly resulted or were caused by such failure. (b) Third-Party Claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of participate at its own choosingexpense in the defense of any Third-Party Claim. Neither the Indemnifying Party, and at its expenseon the one hand, the settlement or defense thereof, and nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third-Party shall cooperate with Claim without the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the prior consent of the Indemnifying other Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed In the event the Indemnified Party elects not to defend any Third-Party Claim, the Indemnifying Party shall defend against such Third-Party Claim in good faith and in a commercially reasonable fees manner using counsel reasonably acceptable to the Indemnified Party and expenses at the cost and expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 participate in the exercise of such defense at its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown expense.

Third Party Claims. (a) If Any Indemnified Party seeking or intending to seek indemnification under this Agreement in respect of, arising out of or involving any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge demand or investigation Proceeding made by any Person who is not a Party or before any governmental entity or arbitrator and an appeal from any of the foregoing Affiliate thereof (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against the Indemnified Party shall promptly give a Claim Notice to the Indemnitor(s) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthe Third Party Claim. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Indemnitor, after the Indemnified Party’s receipt thereof, copies of all notices, pleadings, demands and documents received by the Indemnified Party in writing (or its Affiliates or Representatives relating to the “Claim Notice”) of the Indemnifiable Third Party Claim; provided, that the . The failure to provide such give notice as provided in this Section 11.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused it shall have been prejudiced by such failure. (b) The Indemnifying In the event of a Third Party Claim, the Indemnitor shall have thirty the sole and absolute right, at its election (30within twenty (20) days after Business Days following its receipt of the Claim Notice from the Indemnified Party with respect to undertake, conduct and control, through counsel of its own choosing, such Third Party Claim) and at its expense, the settlement to control, defend against, negotiate, settle or defense thereofotherwise deal with such Third Party Claim using counsel of its choice; provided, and however, that the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in any such settlement proceeding with counsel of its choice and at its sole expense. The Indemnitor shall not settle or defense through counsel chosen by otherwise compromise any such Third Party Claim without the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) if the reasonable fees and expenses of such counsel shall settlement does not be borne include as a term thereof the giving by the Indemnifying Party, and (BPerson(s) the Indemnifying asserting such Third Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to the Indemnified Party shall not pay or settle of a release from all liability with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Third Party Claim. If the Indemnifying Party Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects so elect to undertake the defense of the Indemnifiable Claim described thereinsuch Third Party Claim, the Indemnified Party shall have the right to contest, settle, or compromise undertake the Indemnifiable Claim in defense against the exercise of its reasonable discretionThird Party Claim; provided, that the Indemnified Party shall notify not settle or otherwise compromise any such Third Party Claim without the Indemnifying Party consent of any compromise the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnifiable Third Party Claim. (c) To the extent of any inconsistency between this Section 11.5 and Section 8.1(f) (relating to Tax Contests), the provisions of Section 8.1(f) shall control with respect to Tax Contests.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or ------------------ proceeding (an "Action") is brought by a third party against an indemnified party, arbitration, hearing, inquiry, proceeding, complaint, charge the Action shall be defended by the indemnifying party and such defense shall include all appeals or investigation by or before any governmental entity or arbitrator and an appeal from any reviews that counsel for the indemnifying party shall deem appropriate. Until the indemnifying party shall have assumed the defense of the foregoing (any such claim Action, or Action being referred if the indemnified party shall have reasonably concluded that there are likely to herein as an “Indemnifiable Claim”) with respect be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party (in which another case the indemnifying party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve be entitled to assume the defense of such Action), all legal or otherwise affect other expenses reasonably incurred by the obligation of indemnified party shall be borne by the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureindemnifying party. (bii) The Indemnifying Party shall have thirty (30) days after receipt In any Action initiated by a third party and defended by the indemnifying party, subject to the confidentiality provisions of the Claim Notice to undertakethis Agreement, 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 (A) the Indemnifying Party indemnified party shall permit have the Indemnified Party right to participate in be represented by advisory counsel and accountants, at its own expense, (B) the indemnifying party shall keep the indemnified party fully informed as to the status of such settlement Action at all stages thereof, whether or not the indemnified party is represented by its own counsel, (C) the indemnified party shall make available to the indemnifying party, and its attorneys and accountants, all books and records of the indemnified party relating to such Action and (D) the parties shall render to each other such assistance as may be reasonably required for the proper and adequate defense through counsel chosen of such Action. (iii) In any Action initiated by a third party and defended by the Indemnified Party (subject to indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld)withheld or delayed. Consent shall be presumed in the case of settlements of $100,000 or less where the indemnified party has not responded within ten business days of notice of a proposed settlement. Without limiting the generality of the foregoing, provided that the reasonable fees and expenses of such counsel it shall not be borne by deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnifying Partyindemnified party or its assets, and (B) the Indemnifying Party employees or business. Consent shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 presumed in the exercise case of its reasonable discretion; provided, that settlements of $100,000 or less where the Indemnified Party shall notify the Indemnifying Party indemnified party has not responded within ten business days of any compromise or settlement notice of any such Indemnifiable Claima proposed settlement.

Third Party Claims. (ai) If any Promptly after receipt by an indemnified party entitled to be indemnified pursuant to under Section 7.1 7(a), (an “Indemnified Party”b), (c) receives or (d) hereof of notice of the assertion by any third party of any claim or Proceeding for which it may seek indemnification hereunder, such indemnified party shall, if a claim is to be made EXECUTION COPY against an indemnifying party under such Section, give notice to the indemnifying party 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationProceeding, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that but the failure to provide such notice shall notify the indemnifying party will not relieve or otherwise affect the obligation indemnifying party of the Indemnifying Party any liability that it may have to provide indemnification hereunderany indemnified party, except to the extent that any damages directly resulted the indemnifying party demonstrates that the defense of such claim or were caused Proceeding is prejudiced by the indemnifying party's failure to receive such failurenotice. (bii) The Indemnifying Party shall have thirty (30) days after receipt If an indemnified party gives notice to the indemnifying party of the Claim Notice commencement of such claim or Proceeding pursuant to undertake, conduct and control, through counsel of its own choosing, and at its expenseSection 7(e)(i), the settlement or defense thereof, and the Indemnified Party indemnifying party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement claim or defense through counsel chosen by the Indemnified Party (subject Proceeding, and, to the consent extent that it wishes (unless the indemnifying party is also a party to such claim or Proceeding and the indemnified party determines in good faith that joint representation would result in a conflict of interest), to assume the control of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees investigation and expenses defense of such claim or Proceeding with counsel shall not be borne by reasonably satisfactory to the Indemnifying Partyindemnified party and, and (B) after notice from the Indemnifying Party shall not settle any Indemnifiable Claim without indemnifying party to the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 indemnified party of the Claim Notice that it elects its election to undertake assume the defense of the Indemnifiable Claim described thereinsuch claim or Proceeding, the Indemnified Party indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such claim or Proceeding. If the indemnifying party assumes the defense of a claim or Proceeding, (1) no compromise or settlement of such claim or Proceeding may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (2) the indemnifying party shall have the right no liability with respect 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 such claim or Proceeding effected without its consent. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a claim or Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such claim or Proceeding, but the indemnifying party shall not pay defense costs and shall not be bound by or liable for any such Indemnifiable Claimdetermination of a claim or Proceeding so defended or any compromise or settlement thereof.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 8.2 (an “Indemnified Party”"INDEMNIFIED PARTY") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “Indemnifiable Claim”"INDEMNIFIABLE CLAIM") with respect to which another party hereto (an “Indemnifying Party”"INDEMNIFYING PARTY") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”"CLAIM NOTICE") of the Indemnifiable Claim; providedPROVIDED, 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 Damages directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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; providedPROVIDED, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; providedPROVIDED, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Indemnity under this Article IX (an the “Indemnified PartyIndemnitee”) receives notice of the assertion by any third party of any 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”) proceeding with respect to which another any other party hereto (an or parties) is obligated to provide indemnification (the “Indemnifying Party”) is pursuant to Section 9.01 or may be obligated to provide indemnification9.02, the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party promptly, but in writing (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 no event more than thirty (30) days after receipt notice of such claim, give the Indemnifying Party notice thereof. Except as provided below, the Indemnifying Party may compromise, settle or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expenseIndemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, settlement or defense thereofagainst, any such asserted liability. Both the Indemnitee and the Indemnified Party shall cooperate with the Indemnifying Party may participate in connection therewith; providedthe defense of such asserted liability (provided that, so long as the Indemnifying Party is controlling the litigation, the expenses of counsel for the Indemnitee shall be borne by the Indemnitee) and neither may settle or compromise any claim over the reasonable objection of the other. Notwithstanding anything to the contrary contained herein, the Indemnitee may assume control of the defense or resolution of any such matter if the Indemnifying Party does not diligently defend or settle such matter, it being understood that (A) the Indemnifying Party shall permit continue to be obligated to indemnify the Indemnified Party to participate Indemnitee in connection with such settlement matter (including counsel expenses) and that the Indemnitee may not settle or defense through counsel chosen by the Indemnified Party (subject to compromise any such matter without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 chooses to undertake the defense of the Indemnifiable Claim described thereindefend any claim, the Indemnified Party Indemnitee shall have the right make available 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.Party,

Third Party Claims. (a) If an Action by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”), is made against any party Person entitled to be indemnified indemnification pursuant to Section 7.1 7.2 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any ), and if 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 Person intends to herein as an “Indemnifiable Claim”) seek indemnity with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthereto under this Article VII, the such Indemnified Party shall promptly notify give a Notice of Claim to the Indemnifying party obligated to indemnify such Indemnified Party in writing (such notified party, the “Claim NoticeResponsible Party”) of the Indemnifiable Claim); provided, provided that the failure to provide give such notice Notice of Claim shall not relieve or otherwise affect the obligation Responsible Party of the Indemnifying Party to provide indemnification its obligations hereunder, except to the extent that any damages directly resulted the Responsible Party is actually damaged or were caused by such failure. (b) prejudiced thereby. The Indemnifying Responsible Party shall have thirty (30) days after receipt of a Notice of Claim to assume the Claim Notice to undertake, conduct and control, through counsel of its own choosing, reasonably acceptable to the Indemnified Party and at its expensethe expense of the Responsible Party, of the settlement or defense thereofof the applicable Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Responsible Party in connection therewith; provided, provided that (A) the Indemnifying Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld)further, provided that the reasonable fees and expenses of such counsel shall not be borne by such Indemnified Party. In the Indemnifying Partyevent the Responsible Party assumes conduct and control of a Third Party Claim, and (B) the Indemnifying Responsible Party shall not settle any Indemnifiable Claim without not, except with the consent of the Indemnified Party’s consent, Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (i) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (ii) does not include as a term thereof the giving by the Person(s) asserting such claim against the Indemnified Party of an express and unconditional release from all liability with respect to such claim. So long as the Indemnifying Responsible Party is vigorously contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided that if the Indemnified Party does pay or settle such claim without it shall waive any right to indemnity by the Indemnifying Party’s consent, which consent Responsible Party for all Losses related to such claim unless the Responsible Party shall not be unreasonably withheld. (c) have consented to such payment or settlement. If the Indemnifying Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Notice of Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinapplicable Third Party Claim, the Indemnified Party shall have the right to contestcontest the claim, settleprovided that the Indemnified Party shall not enter into any settlement of, or consent to entry of any judgment with respect to, such Third Party Claim, without the written consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything in Section 7.3(a) to the contrary, the Indemnified Party will have the right to conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third Party Claim if (i) such Third Party Claim seeks as the Indemnifiable Claim primary remedy an injunction or other equitable relief against the Indemnified Party or alleges a criminal violation, (ii) in the exercise reasonable opinion of its reasonable discretioncounsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Responsible Party, or (iii) the amount in dispute exceeds two (2) times the maximum amount for which a Responsible Party could be liable pursuant to this Article VII in light of the limitations on indemnification herein, if applicable; provided, that the Indemnified Party shall notify the Indemnifying Party not enter into any settlement of, or consent to entry of any compromise or settlement of judgment with respect to, any such Indemnifiable Third Party Claim, without the written consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed).

Third Party Claims. (a) If any party entitled Purchaser Indemnitee desires to be indemnified pursuant make a claim against Seller, or any Seller Indemnitee desires to Section 7.1 make a claim against Purchaser (such Purchaser Indemnitee or Seller Indemnitee, an “Indemnified PartyPerson”) receives notice of the assertion under Section 9.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon such Indemnified Person by any third party of any claim for which such Indemnified Person may seek indemnification hereunder other than a Tax Claim, the Power Survey Proceeding 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 Power Survey Patent Challenge (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect ), whether or not subject to which another party hereto the Aggregate Deductible, such Indemnified Person shall promptly notify in writing, in the case of a claim under Section 9.2(a), Seller, or, in the case of a claim under Section 9.2(b), Purchaser (in each case, an “Indemnifying Party”) is or may be obligated to provide indemnification), of such Third Party Claim and of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) Person’s claim of the Indemnifiable Claimindemnification with respect thereto; provided, however, that the failure to provide such notice so notify shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification of its obligations hereunder, except to the extent that any damages directly resulted or were the Indemnifying Party is materially prejudiced by such failure (and then the Indemnifying Party shall only be released to the extent of Damages caused by such failurematerial prejudice). The Indemnifying Party shall have 30 days after receipt of such notice to notify such Indemnified Person if the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party elects to assume the defense of such Third Party Claim, such Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing (reasonably acceptable to the applicable Indemnified Person) on behalf of the applicable Indemnified Person. If the Indemnifying Party fails to notify the Indemnified Person within 30 days after receipt of notice from the Indemnified Person of a Third Party Claim that the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim, the Indemnified Person shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party through counsel reasonably acceptable to the Indemnifying Party; provided, however, that the Indemnifying Party may not compromise or settle any Third Party Claim except as provided in Section 9.3(a). (b) The Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has elected to assume the defense shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. Unless such consent is obtained, the applicable Indemnifying Party shall have thirty (30) days after receipt continue the defense of the Claim Notice to 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 therewithsuch claim; provided, however, that, if any Indemnified Person does not consent within 30 days of written notice to a bona fide offer of settlement that (A) the applicable Indemnifying Party wishes to accept and that, (B) contemplates the entry of a final, non-appealable order by a court of competent jurisdiction, or the binding and due execution and delivery of a settlement agreement, in each case in full satisfaction and resolution of the relevant Third Party Claim, (C) involves no payment of money by such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person), (D) involves no admission of guilt or wrong-doing and no injunctive or non-monetary relief or other limitation on the future operation of the business of the Company, (E) is not conditioned upon, coupled with or otherwise related to or otherwise results in (or could reasonably be expected to result in) the waiver, termination, relinquishment, interpretation or amendment of any actual or asserted rights of such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person), and (F) expressly and unconditionally releases such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person) from all Liability in connection with such claim, the applicable Indemnifying Party may reassign the defense of such claim to such Indemnified Person, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Person. In the event of such an assignment, the obligation of the applicable Indemnifying Party with respect thereto shall permit not exceed the lesser of (i) the amount of the offer of settlement that such Indemnified Person so declined to accept or (ii) the aggregate Damages of the Indemnified Party Person with respect to participate in such claim, including the costs of defense after reassignment of the defense of such claim to the Indemnified Person. Any voluntary and binding compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has not elected to assume the defense through counsel chosen by or has reassigned the defense to the Indemnified Party (subject to Person shall require the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. If the Indemnifying Party shall assume the defense of any Third Party Claim, provided that the reasonable fees and expenses Indemnified Person may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Person shall be entitled to participate in any such defense with separate counsel shall not be borne at the expense of the Indemnifying Party if (i) so requested by the Indemnifying PartyParty to participate or (ii) in the reasonable opinion of counsel to the Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and (B) the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not settle be required to pay for more than one such counsel (plus any Indemnifiable Claim without the appropriate local counsel) for all Indemnified Party’s consent, which consent shall not be unreasonably withheldPersons in connection with any Third Party Claim. So long as the Indemnified Person is conducting the defense of any Third Party Claim in accordance with the terms hereof, the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, agrees that the Indemnified Person shall have control over the conduct of such proceeding to the extent provided herein. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party shall not pay or settle such claim without Claim, including the Indemnified Person providing the Indemnifying PartyParty with access to the Indemnified Person’s consent, which consent shall not be unreasonably withheldrecords and personnel relating to any Third Party Claim during reasonable hours under the circumstances. (c) If the Indemnifying Party does not notify the Indemnified makes any payment on any Third Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinClaim, 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 shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any compromise insurance benefits or settlement other claims of any the Indemnified Person with respect to such Indemnifiable Third Party Claim. (d) For the avoidance of doubt, to the extent that the provisions of this Section 9.3 conflict with the provisions of Section 8.11, the provisions of Section 8.11 shall control with respect to the Power Survey Proceeding and the Power Survey Patent Challenge.

Third Party Claims. (a) If Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives hereto of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or proceeding (whether commenced or threatened) by any person who is not a party to this Agreement (collectively, arbitrationan "Action") which is subject to indemnification hereunder, hearingsuch party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall be entitled, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator at the sole expenses and an appeal from any liability of the foregoing (Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “unless the Indemnifying Party”, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) is or may be obligated admit in writing to provide indemnificationthe Indemnified Party, the Indemnifying Party's liability to the Indemnified Party shall promptly for such Action under the terms of this Section 6; (ii) notify the Indemnifying Indemnified Party in writing (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's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to provide indemnification hereunder, except to conduct the extent that any damages directly resulted or were caused by defense of such failure. (b) Action. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Indemnifying Party shall cooperate with the Indemnifying Party in connection therewith; providedparty assuming the defense, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such compromise or settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim Action in good faith, the Indemnified Party shall not pay or settle accordance herewith in any manner that such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) party reasonably may request. 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 so assumes the defense of the Indemnifiable Claim described thereinany such Action, the Indemnified Party shall have the right to contestemploy separate counsel and to participate in (but not control) the defense, settlecompromise, or compromise settlement thereof, but the Indemnifiable Claim in fees and expenses of such counsel shall be the exercise expenses of its reasonable discretion; providedthe Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, that (ii) any relief other than the payment of money damages is sought against the Indemnified Party, (iii) the Indemnified Party shall notify have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or (iv) the Indemnified Party shall have been advised by counsel that representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such case, the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement of settlement. No Indemnified Party shall settle or compromise any such Indemnifiable ClaimAction for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall have failed, after reasonable notice thereof, to undertake control of such Action in the manner provided above in this Section 6.

Third Party Claims. (a) If In the event that Indemnified Party desires to make a claim against Indemnifying Party under Section 9.1 above in connection with any party entitled to be indemnified pursuant to Section 7.1 (an “action, suit, proceeding or demand at any time instituted against or made upon Indemnified Party”) receives notice of the assertion Party by any third party of any 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 for which Indemnified Party may seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “of such Third Party Claim Notice”) and of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation Indemnified Party’s claim 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 with respect thereto. Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice such notice to notify Indemnified Party in writing if it has elected to undertake, conduct and control, through counsel of its their own choosingchoosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed) and at its their sole risk and expense, the good faith settlement or defense thereofof such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that : (Aa) all settlements require the Indemnifying Party shall permit prior reasonable consultation with the Indemnified Party and the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (b) the Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. So long as the Indemnifying Party is contesting any such Third Party Claim in good faith, the indemnified party or parties shall not pay or settle any such Third Party Claim; provided, however, that notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim at any time, provided that in such event they shall waive any right of indemnification therefor by the Indemnifying Party. If the Indemnifying Party does not make a timely election to undertake the good faith defense or settlement of the Third Party Claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party shall have the right to contest, settle or compromise (subject to provided that all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) the reasonable fees Third Party Claim at their exclusive discretion, at the risk and expenses expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any Upon receipt by the party entitled seeking to be indemnified pursuant to Section 7.1 9.02 (an “Indemnified Party”the "Indemnitee") receives of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationproceedings, hearingaudit, inquiryclaim, proceedingdemand or assessment (each, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such a "Claim") against it which might give rise to a claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationfor Damages, the Indemnified Party Indemnitee shall promptly notify give prompt written notice thereof (which shall be within 20 days of receipt by the Indemnifying Party in writing Indemnitee of such Claim) to the party from which it seeks to be indemnified (the “"Indemnitor") indicating the nature of such Claim Notice”) of and the Indemnifiable Claimbasis therefor; provided, however, that any delay or failure by the failure Indemnitee to provide such give notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent Indemnitor shall relieve the Indemnitor of its obligations hereunder only to the extent, if at all, that any damages directly resulted it is materially prejudiced by reason of such delay or were caused by such failure. (b) The Indemnifying Party Indemnitor shall have thirty (30) days after receipt the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such Claim. Assumption of the defense of any Claim Notice by the Indemnitor shall not prejudice the right of the Indemnitor to undertakeclaim at a later date that such Claim is not a proper matter for indemnification pursuant to this Article IX. If the Indemnitor shall undertake to compromise or defend any such Claim, conduct and control, through counsel it shall promptly notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such Claim; provided, however, that the Indemnitor shall not settle any such Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnitee from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have, upon giving prior written notice to the Indemnitor, the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent it within a reasonable time after notice of the institution of such action or proceeding, (ii) the Indemnitee shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnitor inappropriate, (iii) the Indemnitor is not defending a Claim, or (iv) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense, and in each such case the Indemnitee may defend such Claim on behalf of and for the account and risk of the Indemnitor. In any event, the Indemnitee and its counsel shall cooperate with the Indemnifying Party Indemnitor and its counsel and keep such counsel informed of all developments relating to any such Claims, provide copies of all relevant correspondence and documentation relating thereto, and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnitor. All costs and expenses incurred in connection therewith; providedwith the Indemnitee's cooperation shall be borne by the Indemnitor. In any event, that (A) the Indemnifying Party Indemnitee shall permit have, upon giving prior written notice to the Indemnified Party Indemnitor, the right at its own expense to participate in the defense of such asserted liability. In no event shall the Indemnitee consent to any judgment or entry into any settlement or defense through counsel chosen by without the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnitor (which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If any party entitled to Proceeding shall be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion brought or asserted by any third party of any 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 a “Indemnifiable ClaimThird Party Proceeding”) with respect which, if adversely determined, could entitle the Indemnified Party to which another party hereto (an “Indemnifying Party”) is or may be obligated indemnity pursuant to provide indemnificationthis Section 5.2, the Indemnified Party shall promptly within thirty (30) days notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsame in writing, specifying in detail the basis of such Third Party Proceeding and the facts pertaining thereto and attaching a copy of any summons, complaint or other pleading served upon the Indemnified Party; providedprovided that, that the failure to provide such notice so notify an Indemnifying Party shall not relieve or otherwise affect the obligation Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially harmed the Indemnifying Party. The Indemnifying Party may, in its discretion, elect to assume and control the defense of such Third Party Proceeding (such election to be without prejudice to the right of the Indemnifying Party to provide indemnification hereunderdispute whether such Third Party Proceeding is an indemnifiable Loss under this Article V), except to the extent that any damages directly resulted or were caused which defense shall be prosecuted vigorously by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 to a final conclusion or settled in connection therewithaccordance with this Section 5.2.4(b); provided, that provided that, (Ai) the Indemnifying Party shall permit reasonably consult with the Indemnified Party with respect to participate in the handling of such settlement or defense through Third Party Proceeding and the Indemnifying Party must employ counsel chosen by reasonably satisfactory to the Indemnified Party; (ii) the Indemnifying Party (subject to shall not settle or compromise any Third Party Proceeding without the express written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld), provided withheld or delayed; and (iii) if such Third Party Proceeding is one in which the named parties include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there may be legal defenses available to the reasonable fees and expenses of such counsel shall not be borne by Indemnified Party which are different from or additional to those available to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without be entitled, at the Indemnifying Indemnified Party’s consentsole cost, 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 risk and expense, 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 separate counsel of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown choosing.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 indemnifiable hereunder (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 action (any such claim or Action action being referred to herein as an “"Indemnifiable Claim”") with respect to which another any other party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, however, 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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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, however, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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 thereintherein or does not undertake and pursue vigorously the defense of such Indemnifiable Claim, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, however, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 6.3 to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against any Investor which such Investor determines, after conferring with its counsel, cannot be separated from any related claim for money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice In the event of the assertion or commencement by any third party Person of any claim or of the commencement by proceeding (whether against any such third person of Parent Indemnified Person, Target Indemnified Person, or 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”other Person) with respect to which another party hereto (an “Indemnifying Party may become obligated to indemnify, hold harmless, compensate or reimburse any Parent Indemnified Person or Target Indemnified Person pursuant to this ARTICLE VII, the Parent Indemnified Person or Target Indemnified Person shall have the right, at its election, to proceed with the defense of such claim or proceeding on its own with counsel reasonably satisfactory to the Indemnifying Party”) is . If the Parent Indemnified Person or may be obligated to provide indemnification, Target Indemnified Person so proceeds with the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) defense of the Indemnifiable Claim; provided, that the failure to provide any such notice shall not relieve claim 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.proceeding: (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (Ai) the Indemnifying Party shall permit make available to the Parent Indemnified Person or Target Indemnified Person, as the case may be, any documents and materials in their possession or control that may be necessary to the defense of such claim or proceeding; (ii) the Parent Indemnified Person or Target Indemnified Person, as the case may be, shall keep the Indemnifying Party informed of all material developments and events relating to participate in such settlement claim or defense through counsel chosen by proceeding; and (iii) the Parent Indemnified Person or Target Indemnified Person, as the case may be, shall have the right to settle, adjust or compromise such claim or proceeding only upon the prior written consent of the Indemnifying Party (subject such consent not to be unreasonably withheld or delayed). If the Parent Indemnified Person or Target Indemnified Person settles, adjusts or compromises any such claim or proceeding without the consent of the Indemnifying Party, which consent such settlement, adjustment or compromise shall not be unreasonably withheld), provided conclusive evidence of the amount of Damages incurred by the Parent Indemnified Person or Target Indemnified Person in connection with such claim or proceeding (it being understood that if the Parent Indemnified Person or Target Indemnified Person requests that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying PartyParty consents to a settlement, and (B) adjustment or compromise, the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s unreasonably withhold or delay such consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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. (a) If In the event that any third party entitled to claim shall be indemnified pursuant to instituted or asserted by any Person in respect of which payment may be sought under Section 7.1 13.2 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 Indemnification Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify cause written notice of the assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party in writing (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) Party. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, at its sole option and expense, to undertake, conduct and control, through be represented by counsel of its own choosingchoice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against hereunder, it shall promptly notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party shall assume the defense of any Indemnification Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 13.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement or defense thereofoffer and, subject to the applicable limitations of Section 13.2, pay the amount called for by such offer, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provideddeclines to accept such offer, that (A) the Indemnifying Party shall permit the Indemnified Party may continue to participate in contest such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent Indemnification Claim, free of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (Bi) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer and (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall not settle any Indemnifiable Claim without be subrogated, to the Indemnified Party’s consentextent of such payment, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to all rights and remedies of the Indemnified Party shall not pay to any insurance benefits or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify other claims of the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects with respect 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 Indemnification Claim.

Third Party Claims. An Indemnified Person (a) If any shall give the party entitled required to be indemnified pursuant to Section 7.1 make such payment (an “Indemnified "Indemnifying Party”") receives prompt notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, actiondemand, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding or investigation action ("Claim") 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, person against the Indemnified Party Person, (b) shall promptly notify consult with the Indemnifying Party as to the procedure to be followed in writing defending, settling, or compromising the Claim, (the “Claim Notice”c) shall not consent to any settlement or compromise of the Indemnifiable Claim; provided, that Claim without the failure to provide such notice shall not relieve or otherwise affect the obligation written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to provide indemnification hereunderassume the exclusive defense of such Claim, except shall not be unreasonably withheld or delayed), and (d) shall permit the Indemnifying Party, if he or it so elects, to assume the extent that exclusive defense of such Claim, all at the cost and expense of the Indemnifying Party. If the Indemnified Person shall (i) fail to notify or to consult with the Indemnifying Party with respect to any damages directly resulted Claim in accordance with subparagraph (a) or were caused by such failure. (b) The above or (ii) consent to the settlement or compromise of any Claim without having received the written consent of the Indemnifying Party (unless, if the Indemnifying Party has not elected to assume the exclusive defense of such Claim or the consent of the Indemnifying Party is unreasonably withheld or delayed), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel be relieved of its own choosingindemnification obligation with respect to such Claim. If the Indemnifying Party shall elect to assume the exclusive defense of any Claim, and at its expense, it shall notify the settlement or defense thereofIndemnified Person in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party Person's counsel relating to such Claim after the date of delivery to the Indemnified Person of such notice of election. In the event of such election, the Indemnified Person shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) and provide it with access to all books and records of the Indemnified Person relevant to the Claim. The Indemnifying Party shall permit will not compromise or settle any Claim without the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnified Person (which consent shall not be unreasonably withheld), withheld or delayed) if the relief provided that the reasonable fees is other than monetary damages and expenses of such counsel shall not be borne by the Indemnifying Party, relief would materially and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without adversely affect the Indemnified Party’s consent, which consent shall not be unreasonably withheldPerson. So long as Notwithstanding the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithforegoing, the Indemnified Party shall not pay party which defends any Claim shall, to the extent required by applicable insurance policies, share or settle give control thereof to any insurer with respect to 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. (a) If In the event of the commencement by any Person of any third-party entitled claim or Proceeding (whether against Purchaser, the Company, Seller, any other Indemnitee or any other Person that Purchaser believes may result in a claim for indemnification pursuant to this Article 8, the party proposing to be indemnified pursuant to Section 7.1 (an the “Indemnified Party”) receives notice of shall promptly, but in any event within twenty (20) Business Days following the assertion by any third party of any claim or of Indemnified Party’s actual knowledge thereof, notify 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 Person from any of whom it is seeking indemnification hereunder (the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated of such claim and provide the Indemnifying Party the opportunity to participate in any defense of such claim as hereinafter provided; provided, however, that failure of the Indemnified Party to provide indemnificationnotice to the Indemnifying Party as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not elect to undertake and conduct the defense of the third-party claim pursuant to Section 8.5(c), the Indemnified Party will have the right to conduct the defense and settle such third-party claim; provided; however; that, without the consent of the Indemnifying Party, no settlement of any third-party claim will be determinative of the amount of Damages relating to such matter or whether any Indemnified Party is entitled to indemnification hereunder with respect to such third-party claim. If the Indemnifying Party consents to any settlement, it will have no power to or authority to object to the amount or validity of the claim subject to and as set forth in such settlement. If the Indemnifying Party does not elect to undertake and conduct the defense of the third-party claim, the Indemnified Party shall promptly notify use all reasonable efforts to defend such claim. (b) If the Indemnified Party so proceeds with the defense of any such claim or Proceeding: (i) then, provided such claim would give rise to a right of recovery for Damages hereunder if adversely determined, any amounts incurred or accrued by the Indemnified Parties in defense or settlement of such third party claim, regardless of the outcome of such claim, shall be deemed Damages hereunder; provided, however, that such amounts shall be subject to the same limitations set forth in Section 8.1(b) as the limitations applicable to the underlying claim; and (ii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such claim or Proceeding. (c) Any Indemnifying Party shall be entitled to participate in writing the defense of a third party claim giving rise to an Indemnified Party’s claim for indemnification at Indemnifying Party’s expense, and at its option (subject to the “Claim Notice”limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense if the Indemnifying Party agrees to accept its indemnification obligation with respect to such defense without qualification (other than any applicable limitations on such indemnification obligation otherwise set forth herein) and provided that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party) except that the Indemnifying Party shall pay all of the Indemnifiable Claimfees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; provided, 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 pay such failure. (bfees and expenses under this Section 8.5(c)(i) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (be subject to the consent of same limitations set forth in Section 8.1(b) as the Indemnifying Party, which consent shall not be unreasonably withheld), provided that limitations applicable to the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and underlying claim; (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party’s consent) if (1) the claim seeks an injunction or equitable relief against the Indemnified Party; (2) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (3) upon petition by the Indemnified Party, which consent shall not the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (4) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; or (5) the Damages relating to the claim are reasonably expected to exceed the maximum amount that such Indemnified Party could then be unreasonably withheld. So long as entitled to recover under the applicable provisions of Article 8; (iii) if the Indemnifying Party is vigorously contesting not entitled to assume the defense of a claim as provided in Section 8.5(c)(ii), then the Indemnifying Party shall pay the fees and expenses of the Indemnified Party; provided that the obligation of the Indemnifying Party to pay such fees and expenses under this Section 8.5(c)(iii) shall be subject to the same limitations set forth in Section 8.1(b) as the limitations applicable to the underlying claim; and (iv) if the Indemnifying Party shall assume the defense of any such Indemnifiable Claim in good faithclaim, the Indemnified Indemnifying Party shall not pay settle, adjust or settle compromise such claim or Proceeding without the Indemnifying prior written consent of the Indemnified Party’s consent, which consent shall not be unreasonably withheld. (cd) If Each party hereto shall make available to the Indemnifying Party does not notify other parties hereto any documents and materials in the Indemnified Party within thirty (30) days after receipt possession or control of the Claim Notice such party that it elects may be necessary to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, any third party claim 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 ClaimProceeding under this Section 8.5.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Any Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 Person will have the right to contest, settleand defend the Indemnified Person against, or compromise a Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnifiable Indemnified Person so long as the Indemnifying Person notifies the Indemnified Person in writing within 15 days after the Indemnified Person has given a Claim Notice that, subject to the limits set forth in this Section 6, the Indemnifying Person will indemnify the Indemnified Person from and against the Damages the Indemnified Person may suffer with respect to the Third Party Claim. (b) So long as the Indemnifying Person is conducting the defense of the Third Party Claim in the exercise of its reasonable discretion; providedaccordance with Section 6.5(a), that (i) the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party shall notify Claim, (ii) the Indemnifying Party Indemnified Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (not to be withheld, delayed or conditioned unreasonably), and (iii) the Indemnifying Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person (not to be withheld, delayed or conditioned unreasonably). (c) In the event the Indemnifying Person does not conduct the defense in accordance with Section 6.5(a), the Indemnified Person may defend against the Third Party Claim in any manner it reasonably may deem appropriate; provided, however, that (i) the Indemnifying Person may participate in such Indemnifiable Claimdefense at its own expense, and (ii) the Indemnified Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (not to be withheld, delayed or conditioned unreasonably).

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of shall notify an Indemnified Party in writing with respect to any matter involving a 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 party (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect and such Indemnified Party believes such claim would give rise to which another party hereto (an “a claim for indemnification against the Indemnifying Party”) is or may be obligated to provide indemnificationParty under this Article 7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Indemnifiable Third Party Claim; provided, that 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 such notice so notify the Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, of its obligations hereunder except to the extent that any damages directly resulted or were caused the Indemnifying Party shall have been materially prejudiced by such failure. (b) The 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 after of receipt of the Claim Notice to undertakeNotice, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim and acknowledging to the Indemnified Party in writing that it would have an indemnity obligation for any Losses resulting from or arising out of such Third Party Claim as provided under this Article 7, and upon delivery of such notice and acknowledgement by the Indemnifying Party, the Indemnifying Party shall have the right to control and settle the proceeding, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party 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 connection therewith; provided, that (A) 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 permit have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim 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 7.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 7.2(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 thirty (30) days of the Claim Notice, the Indemnified Party to participate in 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 defense through counsel chosen by compromise shall be permitted hereunder only with the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. (a) If a claim by a third-party is made against any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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”) Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this ARTICLE VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosing, any such third party claim, action, suit or proceeding (a “Third-Party Claim”). If the Indemnifying Party elects to conduct and control any Third-Party Claim, it shall, within thirty (30) days of receipt of notice of such Third-Party Claim, notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to conduct and control any Third Party Claim, the Indemnified Party may conduct and control any Third-Party Claim. Notwithstanding the foregoing, if any Purchaser Indemnitee is an Indemnified Party in connection with a Third-Party Claim involving any Intellectual Property, any then current employee, any then current customer or supplier, or any Taxes, in each case, of the Business, Purchaser may control the defense of such Third Party Claim through counsel of its choosing, subject to reasonable input from Sellers, and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the . The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or suit which the Indemnifying Party has elected to assume the defense of through counsel chosen by the Indemnified Indemnifying Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnifying Party. If the Indemnifying Party (subject 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. Notwithstanding anything in this Section 8.7(a) to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld)withheld or delayed, provided that settle or compromise any Third-Party Claim unless the reasonable fees and expenses settlement or compromise involves only the payment of such counsel shall not be borne by monetary damages. Notwithstanding anything in this Section 8.7(a) to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithcontrary, the Indemnified Party shall not pay or settle such claim not, without the written consent of the Indemnifying Party’s consent, which consent shall not be unreasonably withheldsettle or compromise any Third-Party Claim. (cb) If The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify records and information that are reasonably relevant to such Third-Party Claim and (ii) the Indemnified Party within thirty (30) days after receipt making available 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 employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If In the case of any claim asserted by a third party against a party entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an the “Indemnified Party”) receives ), notice of shall be given by the assertion by any third Indemnified Party to the party of any claim or of required to provide indemnification (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 which another party hereto (an “Indemnifying Party”) is or as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofsought, and the Indemnified Party shall cooperate permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; provided, however, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense (which shall not be subject to reimbursement hereunder except as provided below), and (c) the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have 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 connection therewithrespect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that (A) the Indemnifying Party shall permit if the Indemnified Party to participate in such settlement or defense through counsel chosen by does so take over and assume control, the Indemnified Party (subject to shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheldwithheld or delayed. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify accept the Indemnified Party defense of any matter as above provided within thirty (30) days after receipt of the Claim Notice that it elects to undertake notice from the defense of the Indemnifiable Claim Indemnified Party described thereinabove, the Indemnified Party shall have the full right to contestdefend against any such claim or demand at the sole cost of the Indemnifying Party and shall be entitled to settle or agree to pay in full such claim or demand. In any event, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party and the Indemnified Party shall notify reasonably cooperate in the Indemnifying Party defense of any compromise claim or settlement litigation subject to this Article X and the records of any each shall be reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. If a claim by a third party (aa "Third-Party Claim") If any party entitled to be indemnified pursuant to Section 7.1 (is made against an “Indemnified Party”) receives notice of the assertion by any third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Claims Notice to undertake, conduct and control, through counsel of its own choosing, choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, provided that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying such Indemnified Party, and (B) . If the Indemnifying Party so chooses to assume the defense it shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withhelddo so promptly and diligently. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim without claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that, in such event, it shall waive any right to indemnity therefore by the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) . If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days after receipt of the Claim Claims Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim claim but shall not thereby waive any right to indemnity therefore pursuant to this Agreement. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, enter into any settlement unless (i) there is no finding or admission of any violation of applicable law, (ii) the sole relief provided is monetary damages that are paid in full by the exercise of its reasonable discretion; providedIndemnifying Party, that (iii) the Indemnified Party or its Affiliates shall notify the Indemnifying Party of have no liability with respect to any compromise or settlement of such Third-Party Claim, and (iv) the compromise or settlement provides to the Indemnified Party and its affiliates and agents an unconditional release from all liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 11, (x) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other party reasonably informed of the status of such Indemnifiable ClaimThird-Party Claim and any related proceedings at all stages thereof, (y) the parties agree to render to each other assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (z) with respect to any Third-Party Claim subject to indemnification under this Section 11, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential and the attorney-client and work-product privileges. All claims for indemnification hereunder shall be asserted no later than two (2) years after the Transfer Date, except as follows: claims with respect to Losses arising out of or related in any way to Third-Party Claims (including, but not limited to, federal, state or local authorities or private parties) against any Buyer Protected Parties or Transferor Protected Parties with respect to any of the matters described in Section 11(a) or Section 11(b) hereof may be asserted until, and shall be asserted no later than, thirty (30) days after the expiration of the applicable statute of limitations with respect thereto; or claims arising out of or related in any way to the representations and warranties set forth in Sections 8(a)(i), (ii), (iii)(A)(3), (iv), (ix), and (b)(i), (ii) or (iv)(C) and (c)(i) or (ii), hereof, and to covenants hereunder, may be asserted until, and shall be asserted no later than, the expiration of the applicable statute of limitations with respect thereto.

Third Party Claims. (a) If Promptly after the receipt by any party entitled ------------------ to be indemnified indemnification (the "Indemnified Party") pursuant to this ----------------- Section 7.1 (an “Indemnified Party”) receives 6 or notice of the assertion by any third party commencement of any action against such Indemnified Party by a third party, such Indemnified Party shall, if a 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 thereto is to which another be made against any party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification (the "Indemnifying Party") pursuant to this ------------------ Section 6, the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve or otherwise affect the obligation of the any Indemnifying Party to provide indemnification hereunderfrom any obligation hereunder except where, except and then solely to the extent that any damages directly resulted or were caused by that, such failure. (b) The failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertakedefend such claim, conduct at such Indemnifying Party's expense and control, through with counsel of its own choosingchoice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and at its expensediligently. If the Indemnifying Party assumes the defense of such claim, the settlement or defense thereof, and the Indemnified Party shall agrees to reasonably cooperate with in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in connection therewith; providedthe defense of such claim, that (A) and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of the other, which consent will not be unreasonably withheld. In the event the Indemnifying Party shall permit does not or ceases to conduct the defense of such claim actively and diligently, (w) the Indemnified Party may defend against such claim in any manner it may reasonably deem to participate in such settlement or defense through counsel chosen by be appropriate, (x) upon receiving the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys' fees and expenses, and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle Indemnitee may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this Section 6. (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. (a) If In connection with any party entitled to be indemnified pursuant to Section 7.1 indemnification claim arising out of a claim or legal Proceeding (an a “Indemnified PartyThird Party Claim”) receives notice of the assertion by any third party Person, the Indemnifying Party will be entitled to control the defense of any 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 with counsel reasonably acceptable to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “the Indemnified Party at the Indemnifying Party”’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, by providing written notice to the Indemnified Party no later than five Business Days following its receipt of the Claim Notice; provided, however, that the Indemnifying Party may not assume control of the defense of a suit or Proceeding (a) is involving criminal liability, or may be obligated (b) to provide indemnificationthe extent such suit or Proceeding seeks an injunction or equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes control of the defense, the Indemnified Party shall promptly notify may participate at its own expense. The party controlling such defense will keep the Indemnifying Party in writing (the “Claim Notice”) other party reasonably advised of the Indemnifiable Claim; providedstatus of such suit or Proceeding and the defense thereof, that and will consider in good faith recommendations made by the failure to provide non-controlling party with respect thereto. The parties will otherwise cooperate in good faith in connection with 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 failuredefense. (b) The Indemnifying Party shall have thirty (30) days after receipt will be entitled to agree to a settlement of, or the stipulation of any Judgment arising from, any such Third Party Claim, with the consent of the Claim Notice to undertakeIndemnified Party, conduct and controlwhich consent will not be unreasonably withheld or delayed; provided, through counsel of its own choosinghowever, and at its expense, the settlement or defense thereof, and that no such consent will be required from the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that if (A) the Indemnifying Party shall permit the Indemnified Party pays or causes to participate in be paid all Losses arising out of such settlement or defense through counsel chosen Judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (subject to B) in the consent case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party, and (BC) the Indemnifying Party shall such settlement or Judgment does not settle any Indemnifiable Claim without impose an injunction or other equitable relief upon the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as require the Indemnifying Party is vigorously contesting Encumbrance of any such Indemnifiable Claim in good faith, asset of the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldimpose any restriction upon its conduct of business or otherwise materially adversely affect its business. (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. (a) If any party entitled to Legal Proceeding shall be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion brought or asserted by any third party of any 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 a “Indemnifiable ClaimThird Party Proceeding”) with respect which, if adversely determined, would entitle the Indemnified Party to which another party hereto (an “Indemnifying Party”) is or may be obligated indemnity pursuant to provide indemnificationthis Section 5.2, the Indemnified Party shall promptly within thirty days notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsame in writing, specifying in detail the basis of such claim and the facts pertaining thereto and attaching a copy of any summons, complaint or other pleading served upon the Indemnified Party; provided, provided that the failure to provide such notice so notify an Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, of its obligations hereunder except to the extent that any damages directly resulted or were caused by such failure. (b) failure shall have materially harmed the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertakemay, conduct and control, through counsel of in its own choosing, discretion and at its sole expense, elect to assume and control the settlement or defense thereofof such Third Party Proceeding, and provided that: (i) the Indemnifying Party must consult with the Indemnified Party shall cooperate with respect to the handling of such Third Party Proceeding and the Indemnifying Party in connection therewith; provided, that must employ counsel satisfactory to the Indemnified Party; (ii) the Indemnifying Party must (A) furnish the Indemnified Party with evidence to the Indemnified Party’s satisfaction that the Indemnifying Party is and will be able to satisfy any such liability and (B) agree in writing to be fully responsible for all Losses relating to such claims and provide full indemnification to the Indemnified Party for all Losses relating to such claim; (iii) the Indemnifying Party must not settle, compromise or cease to defend any claim or action without the express written consent of the Indemnified Party, which consent may be withheld for any reason or no reason, if (A) pursuant to or as a result of such settlement, compromise or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party, (B) if settlement, compromise or cessation does not expressly and unconditionally release the Indemnified Party from all Losses with respect to such Third Party Claim, with prejudice, or (C) such settlement, compromise or cessation would involve any admission of liability, responsibility, culpability or guilt on the part of the Indemnified Party or which has any collateral estoppel effect on the Indemnified Party; (iv) the Indemnifying Party shall permit not be entitled to assume control of any Third Party Proceeding and shall pay the Indemnified Party to participate in such settlement or defense through fees and expenses of counsel chosen retained by the Indemnified Party if (subject A) the Third Party Proceeding relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the claim seeks non-monetary or other injunctive or equitable relief against the Indemnified Party, (C) the claim relates to the consent Intellectual Property Rights of the Indemnified Party, (D) the claim involves a claim to which the Indemnified Party reasonably believes would be materially detrimental to or materially injure the Indemnified Party’s reputation or customer or supplier relations, (E) is one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (F) involves a claim which, upon petition by the Indemnified Party, the appropriate court, arbitration or other body determines that the Indemnifying Party failed or is failing to vigorously prosecute or defend. With respect to the actions, lawsuits, investigations, proceedings and other claims that are the subject of this Section 5.2.5(b)(iv), the Indemnifying Party shall have the right to retain its own counsel (but the expenses of such counsel shall be at the expense of the Indemnifying Party) and participate therein, and no Indemnifying Party shall be liable for any settlement of any such action, proceeding or claim without its written consent (which consent shall not be unreasonably withheld); and (v) in the event any Third Party Proceeding shall be brought or asserted which, provided that if adversely determined, would not entitle the reasonable fees and expenses Indemnified Party to full indemnity pursuant to this Section 5.2, by reason of the Threshold or the Cap or otherwise, the Indemnified Party may elect to participate in a joint defense of such counsel shall not be borne by the Indemnifying PartyThird Party Proceeding (a “Joint Defense Proceeding”), and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without pay for the expenses of such joint defense and the employment of counsel shall be satisfactory to the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as If the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithpermitted to assume and control the defense of a Third Party Proceeding and elects to do so, the Indemnified Party it shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify provide notice thereof to the Indemnified Party within thirty (30) days after receipt the Indemnified Party has given notice of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the matter. The Indemnified Party shall have the right to contest, settle, or compromise employ counsel separate from counsel employed by the Indemnifiable Claim Indemnifying Party in any such action and to participate in the exercise defense thereof, but the fees and expenses of its reasonable discretion; provided, that such counsel employed by the Indemnified Party shall notify be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party of in writing, (ii) the Indemnifying Party has failed to assume the defense and employ counsel, or (iii) the Legal Proceeding is a Joint Defense Proceeding. Notwithstanding anything to the contrary above, this Section 5.2.5 shall not apply to any compromise claim or settlement of any such Indemnifiable Claimaction relating to Taxes.

Third Party Claims. (ai) If The Indemnified Party shall, subject to Section 9.5(c)(iv) and the rights of the R&W Insurer to assume the defense of any party entitled to be indemnified such Loss or legal proceeding pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claimR&W Insurance Policies, 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, at its sole cost and expense (which consent expenses shall not be unreasonably withheld), provided that the reasonable fees applied against any indemnification limitation contained herein) and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify upon written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of the Claim Notice that it elects written notice of such Loss, to undertake assume the defense of any such Loss or legal proceeding; provided, that, the Indemnifiable Indemnifying Party acknowledges in writing its responsibility to indemnify, defend and hold the Indemnified Party harmless in connection with such Loss and any obligations resulting therefrom, including any settlement or judgment related thereto. If the Indemnifying Party assumes the defense of any such Loss or legal proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such Loss or legal proceeding, shall diligently conduct such defense, and shall take all steps reasonably necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any order arising from, any such Loss or legal proceeding, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless the order or proposed settlement (i) involves solely the payment of money damages, (ii) is fully recoverable under the R&W Insurance Policies or pursuant to an available escrow amount hereunder, (iii) does not impose an injunction or other equitable relief upon the Indemnified Party, and (iv) provides for the express and unconditional release of the Indemnified Party from all liabilities and obligations with respect to such claim with prejudice and does not require any admission of wrongdoing, in which case no consent will be required. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its sole cost and expense. An Indemnified Party shall not settle or compromise any Third Party Claim described thereinwithout the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that such consent shall not be required in the event that such settlement expressly releases the Indemnifying Party from all liabilities and obligations with respect to such claim. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of the Indemnified Party to give such notice (or by delay by the Indemnified Party in giving such notice) unless, and then only to the extent that, the rights and remedies of the Indemnifying Party shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. For all purposes hereof, all notices that relate to any Loss for which a Parent Indemnified Party may seek indemnification pursuant to this Article IX shall, to the extent that the Loss is or may be covered by the R&W Insurance Policies, also be provided to the R&W Insurer. (ii) If the Indemnifying Party does not assume the defense of any such Loss of a third party or legal proceeding resulting therefrom in accordance with the terms of this Section 9.5, the Indemnified Party may defend against such Loss or legal proceeding in such manner as it reasonably deems appropriate. (iii) With respect to any defense of a Loss of a third party or a legal proceeding resulting therefrom, each party shall have cooperate in good faith and in all respects with each other Party and its representatives (including its counsel) in the right investigation, negotiation, settlement, trial and/or defense of such Loss or legal proceeding (and any appeal arising therefrom). The Parties shall cooperate with each other in any notifications to contest, settleand information requests of any insurers. No individual representative of any Person, or compromise its respective Affiliates, shall be personally liable for any Loss or Losses under this Agreement, except as specifically agreed to by said individual representative or as set forth in this Agreement. (iv) Notwithstanding the Indemnifiable Claim in provisions of Section 9.5(c)(i), the exercise Indemnifying Party shall not be entitled to control, but may participate in, at its own expense (or, if the Stockholder Representative represents such Indemnifying Party, at the expense of its reasonable discretion; providedthe Company Equityholders), that and the Indemnified Party shall notify be entitled to control, the defense or settlement (including the selection of counsel) of any claim that (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations or regulatory enforcement actions, (C) involves or relates to current or potential customers, suppliers or other parties material to the conduct of the business the Any member of the Company Group, (D) if successful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Company or its reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business), (E) may impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Agreement, or (F) gives rise to a conflict of interest that, under applicable principles of legal ethics, in the reasonable judgment of counsel to the Indemnified Party, would prohibit a single counsel from representing both the Indemnifying Party and the Indemnified Party in connection with the defense of any compromise or settlement of any such Indemnifiable Claimclaim.

Third Party Claims. All claims for indemnification made under ------------------ this Agreement resulting from, related to or arising out of a third-party claim against any Buyer Indemnified Parties or Seller Indemnified Parties (a) If any party entitled to be indemnified pursuant to Section 7.1 (each, an “"Indemnified Party”") receives notice of shall be made in accordance with the assertion by any third party of any claim or following procedures. ----------------- Each Indemnified Party shall give prompt written notification to the person from whom indemnification is sought (the "Indemnifying Party") of the commencement by of ------------------ any such third person of any actual or threatened claim, action, suitsuit or proceeding relating to a third-party claim for which indemnification may be sought or, arbitrationif earlier, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any upon the assertion of the foregoing (any such claim or Action being referred by a third party; provided, however, that the omission to herein as an “Indemnifiable Claim”) with respect give such notice -------- ------- to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 of any liability hereunder unless and only to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have it was prejudiced thereby. Within thirty (30) days after receipt delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the Claim Notice defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to undertakethe Indemnified Party. If the Indemnifying Party does not assume control of such defense, conduct and control, through counsel of the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own choosingexpense; provided that if the Indemnifying Party assumes control of such defense and the -------- Indemnified Party reasonably concludes, and at its expensebased on advice from counsel, that the settlement or defense thereof, Indemnifying Party and the Indemnified Party shall cooperate have conflicting interests with the Indemnifying Party in connection therewith; providedrespect to such action, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement suit, proceeding or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Partyclaim, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of counsel to the -84- 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 counsel defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not be borne by agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, and (B) the . The Indemnifying Party shall not settle agree to any Indemnifiable Claim settlement of such action, suit, proceeding 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’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay conditioned or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. (a) If Any Indemnified Party seeking or intending to seek indemnification under this Agreement in respect of, arising out of or involving any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge demand or investigation Proceeding made by any Person who is not a Party or before any governmental entity or arbitrator and an appeal from any of the foregoing Affiliate thereof (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against the Indemnified Party shall promptly give a Claim Notice to the Indemnitor(s) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthe Third Party Claim. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Indemnitor, after the Indemnified Party’s receipt thereof, copies of all notices, pleadings, demands and documents received by the Indemnified Party in writing (or its Affiliates or Representatives relating to the “Claim Notice”) of the Indemnifiable Third Party Claim; provided, that the . The failure to provide such give notice as provided in this Section 11.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused it shall have been prejudiced by such failure. (b) The Indemnifying In the event of a Third Party Claim, the Indemnitor shall have thirty the sole and absolute right, at its election (30within twenty (20) days after Business Days following its receipt of the Claim Notice from the Indemnified Party with respect to undertake, conduct and control, through counsel of its own choosing, such Third Party Claim) and at its expense, the settlement to control, defend against, negotiate, settle or defense thereofotherwise deal with such Third Party Claim using counsel of its choice; provided, and however, that the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in any such settlement proceeding with counsel of its choice and at its sole expense. The Indemnitor shall not settle or defense through counsel chosen by otherwise compromise any such Third Party Claim without the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) if the reasonable fees and expenses of such counsel shall settlement does not be borne include as a term thereof the giving by the Indemnifying Party, and (BPerson(s) the Indemnifying asserting such Third Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to the Indemnified Party shall not pay or settle of a release from all liability with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Third Party Claim. If the Indemnifying Party Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects so elect to undertake the defense of the Indemnifiable Claim described thereinsuch Third Party Claim, the Indemnified Party shall have the right to contest, settle, or compromise undertake the Indemnifiable Claim in defense against the exercise of its reasonable discretionThird Party Claim; provided, however, that the Indemnified Party shall notify not settle or otherwise compromise any such Third Party Claim without the Indemnifying Party consent of any compromise the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnifiable Third Party Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 section 9.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of or any 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 action (any such claim or Action being referred to herein as action, an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Losses directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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, provided that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, 's consent (which consent shall not be unreasonably withheld). So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, 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. (a) If any A party entitled to be indemnified seeking indemnification pursuant to Section 7.1 this Article XIII or otherwise pursuant to this Agreement (an “Indemnified Party”) receives shall give prompt notice of to the assertion by any third party of any claim or of from whom such indemnification is sought (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 which another party hereto (an “Indemnifying Party”) is of the assertion of any lawsuit or claim by a third party (a “Claim”) in respect of which indemnity may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsought hereunder; provided, that the failure to provide give such notice notification shall not affect such Indemnified Party’s right to indemnification hereunder and shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, from any of its obligations under this Article XIII except to the extent that any damages directly resulted or were caused the Indemnifying Party is actually prejudiced by such failure. (b) The Indemnifying Party . Any notice of a Claim shall have thirty (30) days after receipt of state specifically the Claim Notice to undertakerepresentations, conduct and controlwarranty, through counsel of its own choosing, and at its expense, covenant or agreement with the settlement or defense thereofalleged basis for the Claim, and the amount of liability asserted against the other Party by reason of the Claim. In the event that a Claim is brought against an Indemnified Party shall cooperate with and such Indemnified Party has notified the Indemnifying Party in connection therewith; providedof the commencement thereof pursuant to this Section 13.03, that (A) the Indemnifying Party shall permit be entitled to assume the Indemnified Party to participate in such settlement or defense through thereof, with counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne selected by the Indemnifying Party; provided, and (B) however, that the Indemnifying Party shall not settle any Indemnifiable Claim without be entitled to assume the defense (unless otherwise agreed to in writing by the Indemnified Party’s consent) if (a) the Claim relates primarily to any criminal Proceeding, which consent shall not indictment, allegation or investigation, (b) the Claim primarily seeks an injunction or equitable relief against the Indemnified Party, (c) the Damages relating to the Claim are reasonably likely to exceed the maximum amount that the Indemnified Party would then be unreasonably withheld. So long as entitled to recover from the Indemnifying Party under the applicable provisions of this Agreement, or (d) the Indemnifying Party is vigorously contesting any also a party or has an interest in such Indemnifiable Claim in good faithclaim, which interest conflicts with the interests of the Indemnified Party. The Indemnifying Party and the Indemnified Party shall not pay agree to cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settle settlement of any such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Claim. 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 assume the defense of the Indemnifiable a Claim described thereinas contemplated hereunder, the Indemnified Party shall have the right to contestparticipate in (but not control) the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of an action, settle, no settlement or compromise thereof may be effected (i) by the Indemnifiable Claim in Indemnifying Party without the exercise written consent of its reasonable discretion; provided, that the Indemnified Party shall notify unless (A) the settlement seeks only monetary relief and all such relief provided is paid or satisfied in full by the Indemnifying Party, (B) the settlement or compromise provides for a full release by the party of the Indemnified Party with respect to the claim(s) being settled and (C) the settlement or compromise does not contain any admission of finding or wrongdoing on behalf of the Indemnified Party or (ii) by the Indemnified Party without the consent of the Indemnifying Party. If the Indemnifying Party does not assume or is not permitted to assume the defense of an action, no settlement or compromise thereof may be effected without the Indemnifying Party’s consent (such consent not to be unreasonably withheld, conditioned or delayed). (b) Each Indemnified Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any and all Damages upon becoming aware of any compromise event or settlement of any circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Indemnifiable ClaimDamages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Each Indemnified Party”) receives notice Party shall promptly notify the Indemnifying Party of the assertion by any third party of any 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 which another party hereto (an “the indemnification set forth in this Section relates. The Indemnifying Party”) is or may be obligated Party shall have the right, upon notice to provide indemnification, the Indemnified Party shall promptly notify within twenty (20) business days after the Indemnifying Party in writing (receipt of any such notice, to undertake the “Claim Notice”) defense of such claim with counsel reasonably acceptable to the Indemnified Party, or, with the consent of the Indemnifiable Claim; provided, that the failure to provide such notice Indemnified Party (which consent shall not relieve unreasonably be withheld), to settle or otherwise affect the obligation compromise such claim. The failure of the Indemnifying Party to provide indemnification hereunder, except give such notice and to undertake the extent that defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnifying Party’s rights under this Section 7.4(a) and shall preclude the Indemnifying Party from disputing the manner in which the Indemnified Party may conduct the defense of such claim or the reasonableness of any damages directly resulted or were caused amount paid by the Indemnified Party in satisfaction of such failureclaim. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne election by the Indemnifying Party, and (B) pursuant to Section 7.4(a), to undertake the Indemnifying Party defense of a third-party claim shall not settle any Indemnifiable Claim without preclude the Indemnified Party’s consentparty against which such claim has been made also from participating or continuing to participate in such defense, which consent shall not be unreasonably withheld. So so long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldparty bears its own legal fees and expenses for so doing. (c) If Except as expressly provided herein, the Indemnifying Party does not notify Seller shall have no rights, hereunder or otherwise, to indemnification or contribution from the Indemnified Party within thirty (30) days after receipt Company with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of the Claim Notice that it elects Company made in or pursuant to undertake the defense this Agreement or any Transaction Document, or any breach or nonfulfillment of any covenant or obligation of the Indemnifiable Claim described thereinCompany contained in this Agreement or any Transaction Document, and the Indemnified Party shall have Seller hereby irrevocably releases 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 Company from any compromise or settlement of liability for any such Indemnifiable Claimclaim. (d) The indemnification obligations of the parties contained herein are not intended to waive or preclude any other claims, rights or remedies which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications.

Third Party Claims. (a) If With respect to third-party claims, all claims for ------------------ indemnification by an Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 10.5. In the event that any party entitled written claim or demand for which an Indemnifying Party would be liable to any Indemnified Party hereunder is asserted against or sought to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any 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 collected from any of the foregoing (any Indemnified Party by a third party, such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (of such claim or demand and the “Claim Notice”) of amount or 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 estimated amount thereof to the extent that any damages directly resulted then feasible (which estimate shall not be conclusive of the final amount of such claim or were caused by such failure. demand) (b) the "Claim Notice"). ------------ The Indemnifying Party shall have thirty (30) days after from the date of receipt of the Claim Notice (the "Notice Period") to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and notify the Indemnified Party shall cooperate (i) ------------- whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand and (ii) whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in connection therewith; defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. Except as hereinafter provided, in the event that (A) the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, the Indemnifying Party shall permit have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such settlement or defense through counsel chosen by the defense, it may do so at its sole cost and expense. The Indemnified Party (subject to shall not settle a claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the . The Indemnifying Party shall not settle any Indemnifiable Claim not, without the prior written consent of the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting settle, compromise or offer to settle or compromise any such Indemnifiable Claim claim or demand on a basis which would result in good faiththe imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party shall or any subsidiary or Affiliate thereof or if such settlement or compromise does not pay or settle include an unconditional release of the Indemnified Party for any liability arising out of such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) or demand. If the Indemnifying Party does elects not notify to defend 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 thereinagainst such claim or demand, whether by not giving the Indemnified Party shall have timely notice as provided above or otherwise, then the right to contestamount of any such claim or demand or, settle, or compromise if the Indemnifiable Claim in same be contested by the exercise of its reasonable discretion; providedIndemnified Party, that portion thereof as to which such defense is unsuccessful (and the Indemnified Party reasonable costs and expenses pertaining to such defense) shall notify be the liability of the Indemnifying Party of any compromise or settlement hereunder, subject to the limitations set forth in Sections 10.3. Buyer and Seller shall each render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such Indemnifiable Claimclaim or proceeding.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 Except as otherwise provided in clause (an “Indemnified Party”ii) receives notice of this subsection (b), in the assertion by any third party case of any claim asserted by a Person that is not a party to this Agreement or of the commencement an Affiliate Controlled 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 a party to this Agreement against an appeal from any of the foregoing Indemnified Party (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume and control the defense of such Third-Party Claim and any Proceedings resulting therefrom; provided that (x) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (y) the Indemnified Party may participate in such defense at such Indemnified Party’s sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Proceedings, unless such judgment or settlement relates solely to monetary damages and provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and its Affiliates and, in the reasonable good faith judgment of the Indemnified Party, does not and would not reasonably be expected to adversely impact or impair the business or reputation of the Indemnified Party and its Affiliates. (ii) Notwithstanding clause (i) above, in the event that the Indemnified Parties shall in good faith determine that the Indemnified Parties may have available to them one or more defenses or counterclaims that are inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in writing respect of a Third-Party Claim or any Proceeding relating thereto, (A) the “Claim Notice”) of Indemnified Parties shall have the Indemnifiable Claim; providedright, that at the failure to provide such notice shall not relieve or otherwise affect the obligation sole cost of the Indemnifying Party to provide indemnification hereunder, except to (including the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt costs and expenses of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and for the Indemnified Party shall cooperate with Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel in any jurisdiction for all Indem- Table of Contents nified Parties in connection therewith; provided, that (A) the Indemnifying with any such Third-Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim and related Proceedings)), provided that at all times to take over and assume control over the reasonable fees defense and expenses prosecution of such counsel shall not be borne by the Indemnifying Party, portion of such Third-Party Claim and related Proceedings related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party shall not settle any Indemnifiable retain control over the defense and prosecution of the remaining aspects of such Third-Party Claim without and related Proceeding; provided that, in the case where the Indemnified Party’s consentParties have assumed control of the defense and prosecution of such portion of such Third-Party Claim and related Proceeding related to such inconsistent defenses and counterclaims, which consent shall not be unreasonably withheld. So long as neither the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, nor the Indemnified Party shall not pay or may settle such claim or Proceeding without the Indemnifying Party’s consentwritten consent of the other party, which such consent shall not to be unreasonably withheld. (c) If withheld or delayed. In the Indemnifying event that the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assume the defense of the Indemnifiable Claim described thereinany matter as provided above in clause (A), the Indemnified Indemnifying Party shall have the right to contestcontrol the defense against any such Third-Party Claim or related Proceeding, settleprovided that (1) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate in the prosecution and defense of such Third-Party Claim, (2) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise the Indemnifiable of such Third-Party Claim and related Proceedings. (iii) Subject to clause (ii) of this Section 7.10(b), in the exercise event that an Indemnified Party determines in good faith that any Third-Party Claim or any Proceeding related thereto has had or could reasonably be expected to materially adversely impact or impair the commercial interests or business reputation of its reasonable discretion; provided, that the Indemnified Party shall notify or its Affiliates, (1) counsel to be utilized by the Indemnifying Party in respect of such Third-Party Claim and related Proceeding shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, (3) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all Table of Contents material information related to such Third-Party Claim and related Proceedings (including copies of written information), (4) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel, and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iv) In any event, MLIM Parent and BlackRock shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any compromise or settlement Third-Party Claim subject to this Article VII and the records and employees of any each shall be made reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If any In the case of a claim asserted by a party entitled to be indemnified pursuant to Section 7.1 other than a Buyer Indemnified Party or a Parent Indemnified Party (an a “Indemnified PartyThird Party Claim”), within thirty (30) receives days after receiving notice of a claim for indemnification or reimbursement, such party shall, by written notice to the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claimother party, 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, advise that the failure matters set forth in the notice are, or will be, subject to provide such notice shall contest or legal proceedings 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 failureyet finally resolved. (b) The Indemnifying Person shall be entitled to assume and control the defense of any Third Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party; provided, however, that if an Indemnifying Person provides such notice or otherwise assumes the defense of any Third Party Claim, such Indemnifying Person shall be deemed to have acknowledged and agreed that (i) it shall be fully responsible for all Losses relating to such Third Party Claim, (ii) the Indemnified Party is entitled to indemnification hereunder for such Third Party Claim and (iii) (x) the Indemnifying Person shall vigorously defend against such Third Party Claim at its own choosingcost and expense and (y) such indemnification shall be paid fully and promptly if required and that such Indemnifying Person shall not permit the Indemnified Party to incur or suffer any cost or expense during any proceeding related to such Third Party Claim; provided further, however, that the Indemnifying Person shall not have the right to assume such defense, and at its expenseshall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if the settlement claim which the Indemnifying Person seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or defense thereofquasi-criminal allegations, and or (C) involves a claim which the Indemnified Party reasonably determines the Indemnifying Person failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate with the Indemnifying Person in such defense and make available to the Indemnifying Person, at the Indemnifying Person’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 Person. If the Indemnifying Person does not assume control of such defense, the Indemnified Party in connection therewithshall control such defense. The party not controlling such defense may participate therein at its own expense; provided, that (A) if the Indemnifying Party shall permit Person assumes control of such defense and the Indemnified Party to participate in such settlement or defense through counsel chosen by reasonably concludes that the Indemnifying Person and the Indemnified Party (subject have actual or potential conflicting interests with respect to the consent of the Indemnifying Partysuch action, which consent shall not be unreasonably withheld)suit, provided that proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be paid on a current basis; provided, however, that in no event shall the Indemnifying Person be responsible for the fees and expenses of more than one counsel for all Indemnified Parties (in addition to any local counsel). The party controlling such counsel defense shall not be borne keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect thereto. Except with the written consent of the Indemnified Party (not to be unreasonably withheld), the Indemnifying PartyPerson will not, and in the defense of a Third Party Claim, consent to the entry of any judgment or enter into any settlement (i) that does not include as an unconditional term thereof the giving to the Indemnified Party by the third party of a release from all liability with respect to such suit, claim, action, or proceeding; (ii) that does not include a complete release of the Indemnified Party from all liability with respect thereto; (iii) that imposes any liability or obligation on the Indemnified Party (other than monetary damages with respect to which the Indemnifying Person shall fully indemnify the Indemnified Person); or (iv) unless there is no finding or admission of (A) any violation of Law by the Indemnified Party (or any affiliate thereof), (B) any liability on the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, part of the Indemnified Party shall not pay (or settle such claim without any affiliate thereof), or (C) any violation of the Indemnifying Party’s consent, which consent shall not rights of any person and no effect on any other claims of a similar nature that may be unreasonably withheld. (c) If made by the Indemnifying Party does not notify same third party against 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 Claimaffiliate thereof).

Third Party Claims. If the Indemnified Party becomes aware of a claim being asserted by a Third Party (a) If any party entitled to be indemnified pursuant to Section 7.1 (an a “Indemnified Party”) receives notice of the assertion by any third party of any 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 Third Party Claim”) with respect that the Indemnified Party believes may result in a demand pursuant to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthis ARTICLE VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim. The Indemnified Party shall be entitled to control the defense of any Third Party Claim (other than any Third Party Claim relating to Indemnified Taxes, which shall be governed by Section 5.7), with its own counsel and at its own expense (which expenses, for the “avoidance of doubt, shall be considered Losses to the extent that an Indemnified Party is or would be (if finally resolved pursuant to Section 8.3(c)) entitled to indemnification in respect of such Third Party Claim); provided however, that the Indemnifying Party shall be entitled to participate, with its own counsel and at its own cost and expense, in the defense of any Third Party Claim Notice”) that is the subject of the Indemnifiable Claima notice given by an Indemnified Party pursuant to this Section 8.4(a); provided, further, that the failure to provide such notice Indemnified Party shall not relieve be entitled to enter into any settlement or otherwise affect compromise or consent to the obligation entry of any judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by (which such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or consent to entry of judgment requires payment by any one or more Owners of amounts that, in the aggregate with all other indemnifiable Losses arising from Third Party Claims settled or compromised by Purchaser Indemnified Parties pursuant to this Section 8.4(a), provided that exceed the reasonable fees and expenses Indemnity Escrow Fund, in case any one or more Owners is the Indemnifying Party, or the payment of such counsel shall not be borne funds, in case Purchaser is the Indemnifying Party, or involves any finding or admission of any violation of any Law or admission of wrongdoing by the Indemnifying Party, . A party shall only be liable for indemnification of a Third Party Claim by agreement of such party or otherwise pursuant to Section 8.4(c) and (B) any settlement or compromise or consent to the Indemnifying entry of any judgement entered into by an Indemnified Party with respect to such Third Party Claim shall not settle any Indemnifiable conclusively establish whether Losses were incurred with respect to such Third Party Claim without for which indemnification is required hereunder or the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldamount of indemnifiable Losses. (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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of In the assertion by any third party case of any claim or of the commencement asserted by any such a third person of any actual or threatened claimparty against an Indemnified Party, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation notice shall be given 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify to the Indemnifying Party as soon as practicable after such Indemnified Party has knowledge of any claim as to which indemnity may be sought (together with the documentation referenced in writing (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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofSection 8.5(a)), and the Indemnified Party shall cooperate permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; PROVIDED, HOWEVER, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, if it is not Whitxxx, Xxeed, Abboxx & Xorgxx XXX on behalf of the Buyer, or Calfxx, Xxlter & Grisxxxx XXX or behalf of the Seller, shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party's expense (which shall not be subject to reimbursement or indemnification hereunder except as provided below), and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give prompt notice. Except with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff (with respect to such settlement or judgment) to such Indemnified Party of a release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall in good faith determine that the Indemnified Party has available to it one or more fundamental defenses or counterclaims that are inconsistent with one or more of the fundamental defenses expected to be relied upon by the Indemnifying Party in connection therewith; providedrespect of such claim or any litigation relating thereto, that (A) the Indemnified Party shall, in such instances, upon discovery of such conflict, have the right to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the cost of the Indemnifying Party shall permit (to the extent required under this Article 8); PROVIDED, HOWEVER, that if the Indemnified Party to participate in such settlement or defense through counsel chosen by does so take over and assume control, the Indemnified Party (subject to shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld)withheld or delayed. As of the date hereof, provided that the reasonable fees and expenses no party is aware of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim conflict or potential conflict in good faith, connection with the Indemnified Party shall not pay or settle such claim without Seller's obligation to indemnify the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Buyer Indemnitees for the Western Atlas matter provided for in Section 8.2(d). If the Indemnifying Party does not notify accept the Indemnified Party defense of any matter as above provided within thirty (30) 30 days after receipt of the Claim Notice that it elects to undertake notice from the defense of Indemnified Party above and the Indemnifiable Claim documents described thereinin Section 8.2(a), the Indemnified Party shall have the full right to contestdefend against any such claim or demand at the cost of the Indemnifying Party (to the extent required under Article 8) and shall be entitled to settle or agree to pay in full such claim or demand. In any event, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party and the Indemnified Party shall notify reasonably cooperate with the Indemnifying Party of any compromise or negotiation, defense and/or settlement of any claim or litigation subject to this Article 8 and the records of each shall be reasonably available to the other with respect to such Indemnifiable Claimnegotiation defense and/or settlement.

Third Party Claims. (ai) If any party Person entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement of any Proceeding by any such third person Person who is not a party hereto or an Affiliate 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 a party hereto (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against such Indemnified Party, with respect to which another a party hereto is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify give written notice regarding such claim (a “Claims Notice”) to the Indemnifying Party in writing (the “Claim Notice”) within 30 days after becoming aware 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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, which shall be exercised by delivering written notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent “Defense Notice”) within 30 days after receipt from the Indemnified Party of the Indemnifying Partya Claim Notice, which consent Defense Notice shall not be unreasonably withheld)specify the counsel it will appoint to defend such claim, provided that to conduct at its expense the reasonable fees and expenses defense against such claim in its own name, or if necessary in the name of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithhowever, the Indemnified Party shall not pay or settle 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 contestapprove such defense counsel, settle, which approval shall not be unreasonably withheld or compromise the Indemnifiable Claim in the exercise delayed. An Indemnifying Party’s delivery of a Defense Notice shall constitute an acceptance of its obligation hereunder to indemnify the Indemnified Party with respect to all Losses, if any, resulting from the subject Third Party Claim. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 11.4(a)(i) will not affect the rights or obligations of any Indemnified Party unless the Indemnifying Party is materially prejudiced thereby (so long as a valid Claims Notice is given before the expiration of the applicable period set forth in Section 11.1). Notwithstanding any provision contained herein to the contrary, the 57 Indemnifying Party shall not have the right to assume control of such defense and shall pay the reasonable discretion; providedcosts and expenses incurred by the Indemnified Party, if the claim over which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal allegations, (iii) involves a Material Customer, (iv) involves a Material Supplier that has material interaction with the Company’s customers, (v) involves a claim that, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend or (vi) involves a claim that is reasonably expected to result in Losses to the Indemnified Party in excess of the amount then available for indemnification under this Article 11. (ii) If the Indemnifying Party shall fail to give a Defense Notice within the required 30-day period set forth in Section 11.4(a)(i), it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall notify have the right, at the Indemnifying Party’s expense, to conduct the defense in good faith and appoint defense counsel and to consent to the entry of any judgment or compromise and settle the Third Party Claim in good faith without prior consent of the Indemnifying Party; provided, however, that with respect to any claim identified in the last sentence of Section 11.4(a)(i), no Indemnified Party shall consent to the entry of any judgment or compromise or enter into any settlement without the prior written consent of (but with prior written notice to) the Indemnifying Party if: (i) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of a full release from all Liability in respect to such Third Party Claim, (ii) such judgment or settlement would result in the finding or admission of any violation of any Legal Requirement, (iii) such judgment or settlement would require the payment by any Indemnifying Party of any amount(s) under the terms thereof, or (iv) as a result of such judgment or settlement, injunctive or other equitable or similar relief would be imposed against any Indemnifying Party or otherwise require any Indemnifying Party to submit to any limitation on its activities under the terms thereof. The Indemnifying Party shall have the right at its expense to participate in the conduct of the defense of any Claim by the Indemnified Party, assisted by counsel of its own choosing, and, for purposes of clarity, the Indemnifying Party shall not be deemed to have accepted, or waived any rights or defenses with respect to, any liability for or with respect to any claim for which indemnification is sought hereunder as a result of any failure to deliver a Defense Notice within the required 30-day period set forth in Section 11.4(a)(i) or for any matter identified in the last sentence of Section 11.4(a)(i). The Indemnified Party shall keep the Indemnifying Party reasonably informed as to the status of the defense of any Claim conducted by the Indemnified Party. (iii) If the Indemnifying Party does deliver a Defense Notice within the required 30-day period set forth in Section 11.4(a)(i) and thereby elects to conduct the defense of the subject Third Party Claim, the Indemnifying Party shall conduct the defense in good faith at its expense and shall have the right to consent to the entry of any judgment or compromise and settle the Third Party Claim in good faith without prior consent of the Indemnified Party; provided, however, that no Indemnifying Party shall consent to the entry of any judgment or compromise or enter into any settlement without the prior written consent of the Indemnified Party if: (i) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full release from all Liability in respect to such Third Party Claim, (ii) such judgment or settlement would result in the finding or admission of any violation of any Legal Requirement, (iii) such Indemnifiable Claimjudgment or settlement would impose Liability on the part of the Indemnified Party for which the Indemnified Party is not indemnified hereunder, or (iv) as a result of such judgment or settlement, injunctive or other equitable or similar relief would be imposed against any Indemnified Party or such judgment or settlement could reasonably be expected to interfere with or adversely affect any Indemnified Party’s business or operations as conducted in the Ordinary Course of Business consistent with past practice. The Indemnified Party shall have the right at its expense to participate in such defense assisted by counsel of its own choosing.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (a Third Party notifies an “Indemnified Party”) receives notice of the assertion by any third party Party of any 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 matter (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect that may give rise to which another party hereto (an “a claim for indemnification by such Indemnified Party under this Article IX, then such Indemnified Party will promptly deliver written notice thereof to the Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide no delay in delivering such notice shall not will relieve or otherwise affect the obligation of the Indemnifying Party to provide from any indemnification hereunderobligation under this Agreement unless, except and then only to the extent that any damages directly resulted or were caused by such failurethat, the Indemnifying Party is actually and materially prejudiced. (ba) The Indemnifying Party shall will have the right to contest, defend against, negotiate, settle or otherwise deal with the Third-Party Claim at the Indemnifying Party’s sole cost and expense and with legal counsel of its choice (reasonably satisfactory to the Indemnified Party); provided, that (i) the Indemnifying Party notifies the Indemnified Party, in writing within thirty (30) days after receipt receiving notice of the Third-Party Claim Notice from the Indemnified Party, that the Indemnifying Party will indemnify the Indemnified Party from and against all Damages that the Indemnified Party may suffer resulting from or related to undertake, conduct the Third-Party Claim (the “Defense Election Notice”) and control, through counsel of its own choosing, (ii) the Third-Party Claim involves only money damages and at its expensedoes not seek an injunction or other equitable relief. Notwithstanding anything to the contrary in this Section 9.7, the settlement Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or defense thereofcompromise any Third-Party Claim or permit a default or consent to entry of any judgment with respect thereto unless such settlement, compromise or judgment (i) contains an unqualified release of the Indemnified Party from all liability in respect of the Third-Party Claim, (ii) contains no admission of wrongdoing by the Indemnified Party and (iii) is on exclusively monetary terms. (b) If the Indemnifying Party does not timely deliver the Defense Election Notice in accordance with Section 9.7(a) or elects not to contest, defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party shall cooperate defend against, negotiate, settle or otherwise deal with such Third-Party Claim using counsel reasonably acceptable to the Indemnifying Party. The Party controlling the defense of any Third-Party Claim (the “Controlling Party”) shall, to the extent permitted under applicable Law, (i) permit the other party (the “Non-Controlling Party”) to participate, at his or its own expense, in the defense of such Third-Party Claim, (ii) conduct the defense of such Third-Party Claim with reasonable diligence and keep the Non-Controlling Party reasonably informed of material developments in such Third-Party Claim at all stages thereof, (iii) promptly submit to the Non-Controlling Party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith, (iv) permit the Non-Controlling Party and its counsel to confer on the conduct of the defense thereof and (v) permit the Non-Controlling Party and its counsel an opportunity to review all legal papers to be submitted prior to their submission and consider in good faith any comments from the Non-Controlling Party and its counsel thereto; provided, that compliance with the provisions of this Section 9.7(b) does not unreasonably interfere with the Indemnified Party’s defense, settlement or resolution of such Third-Party Claim. (Ac) Notwithstanding anything to the Indemnifying Party shall permit contrary in this Section 9.7, if the Indemnified Party to participate in such settlement or defense through counsel chosen by is the Controlling Party under Section 9.7(b), the Indemnified Party (subject shall not have the right to settle, adjust or compromise such Third-Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided it being understood that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle consent to any Indemnifiable settlement, adjustment or compromise of such Third-Party Claim without that the Indemnified Party’s consent, which consent shall Party may recommend that (i) does not be unreasonably withheld. So long as otherwise impose any equitable remedy on the Indemnifying Party or any assets of the Indemnifying Party (ii) contains an unqualified release of the Indemnifying Party from all liability in respect of the Third-Party Claim, (iii) contains no admission of wrongdoing on the part of the Indemnifying Party and (iv) is vigorously contesting any such Indemnifiable Claim in good faith, on exclusively monetary terms. In the event the Indemnified Party shall not pay or settle such claim without fails to diligently pursue the Indemnifying Party’s consentdefense of any Third-Party Claim in a reasonably diligent manner, 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 thereafter have the right to contestdefend against, negotiate, settle, adjust or compromise or otherwise deal with such Third-Party Claim notwithstanding the Indemnifiable Claim limitation in the exercise last sentence of its reasonable discretion; providedSection 9.7(a). (d) This Section 9.7 and Section 9.6 shall not apply to Taxes, that the Indemnified Party which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimbe governed by Section 8.5.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) Party receives notice of the assertion or commencement of any Action made or brought by any third Person who is not a party to this Agreement or an Affiliate of any claim a party to this Agreement 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 a Representative of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) against such Indemnified Party with respect to which another party hereto (an “the Indemnifying Party”) Party is or may be obligated to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify give the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the reasonably prompt written notice thereof. The failure to provide give such reasonably prompt written notice shall not not, however, relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunderobligations, except and only to the extent that any damages directly resulted the Indemnifying Party forfeits rights or were caused defenses by reason of such failure. (b) . Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after receipt the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Claim Notice to undertake, conduct Indemnifying Party’s expense and control, through counsel of its by the Indemnifying Party’s own choosing, and at its expense, the settlement or defense thereofcounsel, and the Indemnified Party shall cooperate with in good faith in such defense; provided, however, that if the Indemnifying Party in connection therewith; providedis any Seller, that (A) the neither such Indemnifying Party shall permit nor the Sellers’ Representative (on behalf of such Seller) will have the right to assume or direct the defense of any such Third Party Claim: (i) that is asserted directly by or on behalf of a Person that is a supplier or customer of the Business, (ii) seeks an injunction or other equitable relief against the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party Party, (subject to the consent of iii) if the Indemnifying Party, which consent shall not be unreasonably withheld), provided that in the reasonable fees and expenses judgment of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall does not be unreasonably withheld. So long as have the Indemnifying financial resources, or is not able, to satisfy the amount of such Third Party is vigorously contesting any such Indemnifiable Claim in good faithClaim, (iv) if the Indemnified Third Party shall not pay Claim, or settle such claim without the Indemnifying Party’s consentdefense or direction of the defense thereof, which consent shall not be unreasonably withheld. would, in the reasonable judgment of the Indemnified Party, result in a Material Adverse Effect, or (cv) If unless the Indemnifying Party does not notify expressly agrees in writing to be fully responsible for all Losses relating to such Third Party Claim. In the Indemnified event that the Indemnifying Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assumes the defense of any Third-Party Claim, subject to Section 7.5(b), it shall have the Indemnifiable right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim described therein, in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense of its reasonable discretion; providedany Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, that fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.5(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Sellers and Buyer shall notify cooperate with each other in all reasonable respects in connection with the Indemnifying Party defense of any compromise or settlement Third-Party Claim, including making available (subject to the provisions of any Section 5.6) records relating to such Indemnifiable Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. (ai) If The indemnified party shall give written notice to the indemnifying party of any Claim or Claims asserted against the indemnified party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party Person within 30 days after obtaining actual knowledge thereof, stating the nature and basis of any claim or of such Claim and the commencement amount thereof, in reasonable detail, to the extent then known 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure indemnified party. Failure to provide such notice shall not relieve or otherwise affect the obligation act as a waiver of the Indemnifying Party indemnified party’s rights with respect to provide indemnification hereundersuch Claim unless, except and only to the extent that that, such failure materially adversely affects the indemnifying party’s ability to defend against, minimize or eliminate Losses arising out of such Claim. In the event of any damages directly resulted litigation or were caused Proceeding by or with any third Person, the indemnified party shall keep the indemnifying party informed and, unless the indemnifying party exercises the right of control set forth in Section 11.4(a)(ii) below, shall use all reasonable efforts to defend such failureclaim, litigation, investigation or proceeding with its or his own legal counsel and present any defense reasonably suggested by the indemnifying party or its or his counsel. (bii) The Indemnifying Party indemnifying party shall have thirty (30) days after receipt of the Claim Notice right to undertakeparticipate in such third party claim or litigation, conduct at its or his own expense, and, upon notice to the indemnified party, to assume and control, through counsel of its own choosing, and at its or his own expense, the settlement defense or defense prosecution thereof, as the case may be, with counsel approved by the indemnified party (which approval shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the indemnified party shall have the right to assume control of such defense or prosecution if and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that only if (A) the Indemnifying Party assumption or control of such defense or prosecution by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party or (C) the indemnifying party has not in fact employed counsel to assume the defense or prosecution of such action promptly after receiving notice of the commencement thereof, in each of which cases the reasonable fees and expenses of counsel will be paid by the indemnifying party, and the indemnified party shall permit assume and control the Indemnified Party to participate defense or prosecution of such action, and the indemnifying party shall reimburse or pay such reasonable fees and expenses as they are incurred. If the indemnifying party assumes such defense or prosecution in accordance with this Section 11.4(a)(ii), it shall have no liability for any legal or other expenses subsequently incurred by the indemnified party in connection with such litigation or Proceeding (other than the reasonable out-of-pocket costs and attorneys’ fees of investigation and cooperation with the indemnifying party that may be requested by the indemnifying party in such defense or prosecution and as contemplated in Section 11.4(a)(iii)) but the indemnifying party shall thereafter indemnify and hold the indemnified party and its Affiliates harmless from and against all Losses with respect to such litigation or Proceeding in accordance with the terms of this Agreement. (iii) The indemnified party shall have the right to participate, and cooperate, in the defense of a Claim for which the indemnifying party has assumed control pursuant to Section 11.4(a)(ii) and may retain separate co-counsel at its sole cost and expense (except that the indemnifying party shall be responsible for the fees and expenses of the separate co-counsel to the extent the indemnified party concludes reasonably that the counsel the indemnifying party has selected has a conflict of interest). (iv) The indemnified party shall not make, or offer to make, any settlement of any litigation or defense through counsel chosen by Proceeding which might give rise to a right of indemnification from the Indemnified Party (subject to indemnifying party without the consent of the Indemnifying Partysuch indemnifying party, which consent shall not be unreasonably withheld), withheld or delayed; provided that the reasonable fees and expenses indemnified party may do so without such consent if it elects to waive its right of indemnification with respect to the amount of such counsel settlement in connection with such litigation or Proceeding and/or fails to or declines to defend the indemnified party in such litigation or Proceeding. The indemnifying party shall not be borne by consent to the Indemnifying Partyentry of any judgment with respect to the matter, and (B) or enter into any settlement, which does not include a provision whereby the Indemnifying Party shall not settle any Indemnifiable Claim plaintiff or claimant in the matter releases the indemnified party from all Liability with respect thereto, without the Indemnified Party’s consentprior written consent of the indemnified party, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. (a) If any party entitled to be indemnified pursuant to Section 7.1 8.2 (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person party 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 Action (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (individually, an “Indemnifying Party” and collectively, the “Indemnifying Parties”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) 30 days after receipt of the 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 10 days before the required response date) to acknowledge responsibility for the entire amount of the Indemnifiable Claim 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 (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld)provided, provided further, that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentconsent if the settlement requires the Indemnified Party to admit wrongdoing, which consent pay any fines or refrain from any action and (iii) if, in the written opinion of counsel to the Indemnified Party, the Indemnified Party has separate defenses from the Indemnifying Party or there is a conflict of interest between the Indemnified and Indemnifying Parties or if there is any danger of criminal liability of the Indemnified Party, then the Indemnified Party shall not be unreasonably withheldpermitted to retain special counsel of its own choosing at the expense of the Indemnifying Party. So long as the Indemnifying Party has taken responsibility for and is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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) 30 days after receipt of the Claim Notice (or before the date that is 10 days before the required response date, if the claim or Action requires a response before the expiration of such 30 day period), that it acknowledges responsibility for the entire amount of the Indemnifiable Claim and elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretiondiscretion at the expense of the Indemnifying Party; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (aSubject to Sections 9.2(e) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice and 9.3(c), the obligations and liabilities of the assertion by any third party of any 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”) Parties hereunder with respect to a third party claim for which another party hereto (an “Indemnifying Party”) Indemnitee is or may entitled to indemnification pursuant to this Article 9 shall be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 subject to the extent that any damages directly resulted or were caused by such failure.following terms and conditions: (ba) The Indemnifying Party shall have thirty (30) days after receipt the right, but not the obligation, to defend against and to direct the defense of any such third party claim and any related proceeding, in its name or in the name of the Claim Notice to undertakeIndemnitee, conduct at the Indemnifying Party’s expense and controlwith counsel of the Indemnifying Party’s own choosing, through and Indemnitee shall cooperate in the defense thereof. The Indemnitee may participate in such defense with counsel of its own choosing, and at its own expense, the settlement or defense thereof, and the Indemnified . The Indemnifying Party shall cooperate not, as long as it conducts the defense of any proceeding on behalf of the Indemnitee, be liable to the Indemnitee under this Article 9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred by the Indemnitee in connection with the defense of such proceeding. (b) If, however, the Indemnifying Party in connection therewith; provided, that fails or refuses to undertake the defense of such third party claim within fourteen (A14) days after the Indemnification Notice has been given to the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Indemnitee (or, if later, fourteen (14) days after a proceeding is brought by the third party making the third party claim) or if Indemnifying Party (subject later withdraws from such defense, the Indemnitee shall have the right to undertake the defense of such claim with counsel of its own choosing, with Indemnifying Party responsible for the reasonable costs and expenses of such defense. No settlement of, or payment in respect of, any third party claim involving potential liability of the Indemnifying Party under this Article 9 shall be made by or on behalf of the Indemnitee without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (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. (a) If With respect to any party matter as to which any Indemnified Person is entitled to be indemnified pursuant indemnification under this Article 6, the Indemnified Person shall have the right, but not the obligation, to Section 7.1 (an “Indemnified Party”) receives notice contest, defend or litigate, and to retain counsel of the assertion by its choice in connection with, any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding or investigation alleged, brought or asserted by any third party (governmental, judicial or before any governmental entity private party) against the Indemnified Person in respect of, resulting from, relating to or arbitrator arising out of such matter, and an appeal from any the costs and expenses thereof shall be subject to the indemnification obligations of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable ClaimOriginal Holders hereunder; provided, however, that if the failure Original Holders (x) acknowledge in writing their obligation to provide indemnify the Indemnified Person in respect of such notice shall not relieve or otherwise affect matter to the obligation fullest extent provided by this Article 6 and (y) demonstrate to the reasonable satisfaction of the Indemnifying Party Indemnified Person their ability to provide indemnification hereunderfund the defense of such claim, except action, suit or proceeding, the Original Holders shall be entitled, at their option, to assume and control the extent that any damages directly resulted defense of such claim, action, suit or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, proceeding at their expense through counsel of its own choosing, and at its expense, the settlement or defense thereof, and their choice if they gives prompt notice of their intention to do so to the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithPerson; providedand provided further, however, that such right to assume and control the defense of such claim, action, suit or proceeding shall continue only for so long as the Original Holders shall not be in default of their obligation acknowledged under the foregoing clause (Ax) and of their obligation to fund such defense. The Original Holders shall not be entitled to settle or compromise any third party claim, action, suit or proceeding alleged or asserted against any Indemnified Person without the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the prior written consent of the Indemnifying Party, such Indemnified Person (which consent shall not be unreasonably withheld, delayed or conditioned), provided that unless such settlement or compromise includes the reasonable fees and expenses unconditional general release of such counsel Indemnified Person without any liability or other further obligation on its part. No Indemnified Person shall not be borne by entitled to settle or compromise any third party claim, action, suit or proceeding alleged or asserted against such Indemnified Person as to which the Indemnifying Party, Original Holders shall have complied with the foregoing clauses (x) and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, prior written consent of the Original Holders Person (which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay delayed or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldconditioned). (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. (a) If any a third party asserts a claim against a Person entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an “Indemnified Party”): (i) receives The Indemnified Party shall give notice of to the assertion by any third party of any 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 Party required to provide indemnification (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or promptly after gaining actual knowledge of the claim as to which indemnity may be obligated to provide indemnification, sought. If the Indemnified Party shall promptly notify does not give this notice, the Indemnifying Party in writing (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 must still fulfill its indemnification hereunder, obligations except to the extent that any damages directly resulted or were caused by such failurethis failure actually and materially prejudices the Indemnifying Party’s rights. (bii) The Indemnifying Party shall have thirty (30at its own expense) days after receipt may assume the defense of the Claim Notice claim, or Litigation resulting from the claim, with counsel reasonably satisfactory to undertakethe Indemnified Party. In such case, conduct and control, through counsel of its own choosing, and at its expense, or in the settlement or defense thereof, and event that that the Indemnified Party shall cooperate may have available to it one or more material defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewith; providedrespect of such claim or any Litigation relating thereto, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in such settlement or defense through counsel chosen by at the Indemnified Party Party’s expense. (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Biii) the The Indemnifying Party shall cannot settle any Indemnifiable Claim consent to entry of a judgment, or enter into a settlement, without the Indemnified Party’s prior written consent, unless the judgment or settlement is only for monetary damages which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim pays in good faith, full and the judgment or settlement includes an unconditional release in favor of the Indemnified Party shall not pay or settle such with respect to the underlying claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldand any related Litigation. (civ) If the Indemnifying Party does not notify accept the defense of any matter as provided above, the Indemnified Party within thirty can defend against the claim, and any related Litigation, and may settle the claim, and any related Litigation, with the Indemnifying Party’s prior written consent (30not to be unreasonably withheld or delayed). (v) days after receipt In the event the Indemnified Party shall in good faith determine that the conduct of the Claim Notice that it elects to undertake the defense of any claim, and any related Litigation, subject to indemnification hereunder or any proposed settlement of any such claim, and any related Litigation, by the Indemnifiable Claim described thereinIndemnifying Party might reasonably be expected to materially impair the ability of Buyer, any Affiliate of Buyer, a Mutual Fund or an Affiliated Person of the Mutual Fund, or a Private Fund, to conduct its business in substantially the manner conducted but for such claim, the Indemnified Party shall have the right at all times to contesttake over and assume control over the defense, settlesettlement, or compromise negotiations with respect to, or Litigation relating to, any such claim at the Indemnifiable Claim in sole cost of the exercise of its reasonable discretionIndemnifying Party; provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall notify not settle such claim, or any related Litigation, without the Indemnifying Party’s prior written consent (not to be unreasonably withheld or delayed). (vi) Each Party of shall cooperate in defending any compromise claim, or settlement of any such Indemnifiable ClaimLitigation relating thereto, subject to this Section 7.3 and make its records relating to the defense available to the others (subject to the Parties entering into a mutually acceptable joint defense or similar agreement).

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) Party receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, however, 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 the Indemnifying Party was materially prejudiced by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 40 the Indemnifying Party in connection therewith; provided, however, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, however, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.03 to the contrary notwithstanding, Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Buyer or the Company which Buyer determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of Buyer or the Company; provided, however, if such equitable relief portion of the Indemnifiable Claim can be so separated from that for money damages, Shareholders shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Each Indemnified Party”) receives notice Party shall promptly notify the Indemnifying Party of the assertion by any third party of any 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 which another party hereto the indemnification set forth in this Article 11 relates (an “Indemnifying Party”) is or may be obligated which shall also constitute the notice required by Section 11.4). Failure to provide indemnification, the Indemnified Party shall promptly timely notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve such Person from its obligations under this Article 11, except to the extent the Indemnifying Party shall have been prejudiced by such failure. The Indemnifying Party shall have the right, upon notice to the Indemnified Party within ten business days after the receipt of 135 any such notice, to undertake the defense of such claim with counsel of the Indemnifying Party's choice and with the cooperation of the Indemnified Parties. The Indemnifying Party shall not, without the Indemnified Party's prior written consent (which will not be unreasonably withheld), settle, compromise or otherwise affect consent to the obligation entry of any judgment in any pending or threatened claim in respect of which indemnification under this Article 11 is being sought, unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all Liability arising or resulting from such claim. The failure of the Indemnifying Party to provide indemnification hereunder, except give such notice and to undertake the extent that any damages directly resulted defense of or were caused by to settle or compromise such failure. (b) The Indemnifying Party a claim shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent constitute a waiver of the Indemnifying Party's rights to assume the defense of such claim under this Section 11.5(a). No Indemnified Party shall, without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld), provided that settle, compromise or consent to the reasonable fees and expenses entry of such counsel shall not be borne any judgments in any pending or threatened claim in respect of which indemnification under this Article 11 is being sought. (b) The election by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentpursuant to Section 11.5(a), which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 a third party claim shall not preclude the Indemnifiable Claim described thereinParty against which such claim has been made also from participating or continuing to participate in such defense, the Indemnified so long as such Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of bears its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown legal fees and expenses for so doing.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 9.02 (an “"Indemnified Party”") receives notice of the assertion by any third party party, ----------------- including the IRS, of any claim or of the commencement by any such third person person, including the IRS, 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto ------------------- (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the ------------------ Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, however, 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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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, however, that (Ai) the Indemnifying Party shall permit the -------- ------- Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, -------- however, that the Indemnified Party shall notify the Indemnifying Party of any ------- compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 9.03 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Buyer or the Company which Buyer determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of Buyer or the Company; provided, -------- however, if such equitable relief portion of the Indemnifiable Claim can be so ------- separated from that for money damages, the Shareholders shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If Promptly after the receipt by any party Person entitled to be indemnified indemnification pursuant to Section 7.1 this §6 (an the “Indemnified Party”) receives of notice of the assertion by any third party commencement of any Action against such Indemnified Party by a third party, such Indemnified Party shall, if a 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 thereto is to which another be made against any party hereto obligated to provide indemnification pursuant to this §6 (an the “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve any Indemnifying Party from any obligation hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have the right to defend such claim, at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party agrees to reasonably cooperate in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim, and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or otherwise affect enter into any settlement with respect to such claim without the obligation prior written consent of the other, which consent will not be unreasonably withheld (provided that such consent shall be granted in connection with any settlement (i) containing a full release of the party from whom such consent is so requested and (ii) in the case of a consent from an Indemnified Party, involving only monetary damages). In the event the Indemnifying Party does not or ceases to conduct the defense of such claim actively and diligently, (x) the Indemnified Party may defend against, and, with the prior written consent 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 after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that consent to the reasonable fees and expenses entry of any judgment or enter into any settlement with respect to, such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys’ fees and expenses and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this §6. (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. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any 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”) Indemnified Party with respect to which another party hereto the Indemnified Party intends to seek indemnification hereunder for any Loss under this Article IX (an “Indemnifying Party”) is or may be obligated other than a claim with respect to provide indemnificationTaxes, the procedures for which are covered exclusively in Section 8.6), the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosing, and at its expenseany third party claim, the settlement action, suit or defense thereofproceeding (a “Third-Party Claim”), and the Indemnified Indemnifying Party shall cooperate with may compromise or settle the same; provided, however, that the Indemnifying Party in connection therewith; providedshall give the Indemnified Party advance notice of any proposed compromise or settlement and shall not compromise or settle any claim without the Indemnified Party’s written consent (not to be unreasonably withheld, that (Aconditioned or delayed) unless such settlement relates solely to money damages, includes a full release of the Indemnified Party and does not commit the Indemnified Party to take, or to forbear from taking, any action. No Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or defense suit through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld)provided, provided however, that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does elects not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake control or conduct the defense or prosecution of the Indemnifiable Claim described thereina Third-Party Claim, the Indemnified Indemnifying Party nevertheless shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense or prosecution of any Third-Party Claim at the Indemnifying Party’s expense. (b) The parties hereto shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention (from and after the time such party obtains actual knowledge of such Third Party Claim) and the provision by each party to the other of its reasonable discretion; providedrecords and information that are reasonably relevant to such Third-Party Claim (provided such disclosure can be made without waiving the attorney-client privilege, that if any, related thereto and any party may condition such disclosure on delivery to it of non-disclosure agreements in such form as it reasonably requests), and (ii) the Indemnified Party shall notify the Indemnifying Party making available of employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If In the event any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice Party becomes aware of the assertion by any a third party of any 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 a “Indemnifiable Third Party Claim”) with respect that such Indemnified Party reasonably believes may result in a claim for indemnification pursuant to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthis Article X, the such Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim with an Indemnification Claim Notice (the a “Claim Third Party Notice”) ), and the Third Party Notice shall be accompanied by copies of any documentation submitted by the third party making such Third Party Claim (except that the Indemnified Party may withhold from the Indemnified Party such communications with its legal counsel to the extent that legal counsel to the Indemnified Party advises that providing such communication could result in the loss of any attorney-client privilege or right under the work-product doctrine of the Indemnifiable ClaimIndemnified Party in respect of such claim, after giving due consideration to any “community of interest” or similar privilege, if any); provided, that no delay or failure on the failure to provide such notice shall not relieve or otherwise affect the obligation part of the Indemnifying Indemnified Party in delivering a Third Party Notice shall cause any Indemnified Party to provide forfeit any indemnification hereunder, rights under this Article X except to the extent that any damages directly resulted or were caused the Indemnifying Party is actually and materially prejudiced by such delay or failure. (b) The . Upon receipt of a Third Party Notice, the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice be entitled to participate in, 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 reasonably cooperate with the Indemnifying Party in connection therewith; provided, that that: (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and ); (Bii) the Indemnifying Party shall not pay, compromise or settle any Indemnifiable Third Party Claim without the Indemnified Party’s consentprior written consent (in the Indemnified Party’s sole discretion) unless the proposed payment, which consent compromise or settlement (A) involves solely the payment of 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 Person(s) asserting such claim of the Indemnified Party from any liabilities or obligations with respect to such claim, (C) does not impose any restriction on the Indemnified Party or any injunctive or other equitable relief against the Indemnified Party, and (D) does not include or require a finding or admission of any wrongdoing; and (iii) if the Indemnified Party reasonably determines, based on the advice of counsel to the Indemnified Party, that the Indemnified Party has separate defenses from the Indemnifying Party or that there is a conflict of interest between any Indemnified Party and any Indemnifying Party, then the Indemnified Party shall not be unreasonably withheldpermitted to retain special counsel of its own choosing at the reasonable expense of the Indemnifying Party. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable has taken responsibility for and continues to defend the Third Party Claim in good faith, the Indemnified Party shall not pay pay, compromise or settle such claim without the Indemnifying Party’s written consent, which consent shall not be unreasonably withheldwithheld or delayed. (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. (a) If any third party entitled to be indemnified pursuant to Section 7.1 shall notify one of the Shareholders or Buyer (an “the "Indemnified Party”) receives notice of the assertion by any third party of any 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 (a "Third Party Claim") which another party hereto may give rise to a claim for indemnification against the Shareholders or Buyer (an “the "Indemnifying Party”") is or may be obligated to provide indemnificationunder this Section 7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure writing. Failure to provide give such reasonable notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, provided hereunder except to the extent that any damages directly resulted or were caused by such failurefailure shall have actually and materially prejudiced the Indemnitor as a result thereof. (b) The Any Indemnifying Party shall will have thirty (30) days after receipt the right to assume and thereafter conduct at his or its own expense the defense of the Third Party Claim Notice to undertake, conduct and control, through with counsel of his or its own choosingchoice, and at its expensewhich shall be reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or with respect to the Third Party Claim without the prior written consent of each Indemnified Party. If the Indemnifying Party assumes the defense thereof, and then the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; providedmay participate in, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in but not control, any such settlement defense or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Partysettlement, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without at the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the 's sole cost and expense. (c) Unless and until an Indemnifying Party is vigorously contesting any such Indemnifiable assumes the defense of the Third Party Claim as provided in good faithSection 7.4(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably deems appropriate. The costs of such defense shall not pay be included in determining the Damages relating to the Third Party Claim. (d) In no event will the Indemnified Party consent to the entry of any judgment or settle such claim enter into any settlement with respect to a Third Party Claim without the prior written consent of each of the Indemnifying Party’s consentParties, 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. (a) If any party entitled The Indemnified Party agrees to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives give the Indemnifying Party prompt written notice of the assertion by any third party of event, or any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationdemand, hearingassessment, inquiryinvestigation, proceeding, complaint, charge arbitration or investigation other proceeding by or before any governmental entity or arbitrator and an appeal from any in respect of the foregoing a third party (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect of which it has knowledge, for which such Indemnifying Party is entitled to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification under this Article IX. In the case of a Third-Party Claim, the Indemnified Party shall promptly notify the Indemnifying Party in writing (will have the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure right 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 after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and the defense or settlement of any such Third-Party Claim at its own expense, the settlement or defense thereof, and . In such case the Indemnified Party shall may participate in such defense, but in such case the expenses of the Indemnified Party incurred in connection with such defense will be paid by the Indemnified Party and will not be subject to indemnification hereunder. The Indemnified Party will promptly provide the Indemnifying Party with access to the Indemnified Party’s records and personnel relating to any such Third-Party Claim during normal business hours and will otherwise cooperate with the Indemnifying Party in connection therewith; providedthe defense or settlement of such Third-Party Claim and, that (A) subject to the limitations contained in Section 9.05, the Indemnifying Party shall permit will reimburse the Indemnified Party for all its reasonable out-of-pocket costs and expenses incurred in providing such access, personnel and cooperation. Upon assumption of the defense of any such Third-Party Claim by the Indemnifying Party, the Indemnified Party will not pay, or permit to participate be paid, any part of any claim or demand arising from such Third-Party Claim, unless the Indemnifying Party consents in writing to such settlement payment (which consent will not be unreasonably withheld) or defense through counsel chosen unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party is entered against the Indemnified Party for such liability. No such Third-Party Claim may be settled by the Indemnified Party (subject to without the written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) withheld or delayed. If the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentfails to defend or fails to prosecute or withdraws from such defense, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, then the Indemnified Party shall not pay will have the right to undertake the defense or settle such claim without settlement thereof, at the Indemnifying Party’s consentexpense (subject to the limitations of Section 9.05. If the Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this Section 9.04 and proposes to settle such Third-Party Claim prior to a final judgment thereon or to forgo appeal with respect thereto, which consent shall not be unreasonably withheld. (c) If then the Indemnified Party will give the Indemnifying Party does not notify prompt written notice thereof and the Indemnified Indemnifying 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 will have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise settlement or assume or reassume the defense of its reasonable discretion; provided, that the such Third-Party Claim. Nothing herein shall prevent an Indemnified Party shall notify the Indemnifying from disputing a Third-Party of any compromise or settlement of any such Indemnifiable ClaimClaim as provided in Section 9.04(a) above.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Promptly after the Indemnified Party”) receives Party has ------------------ received notice of the assertion by any third party or has knowledge of any claim by a person or of entity not a party to this Agreement ("Third Person"), or the commencement by any such third person of any actual action or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation ------------ proceeding 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationa Third Person, the Indemnified Party shall promptly notify shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 6.1 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party in writing (written notice of such claim or the “Claim Notice”) commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate 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) amount thereof. The Indemnifying Party shall have thirty (30) days after receipt the right to defend and settle, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any action or proceeding without the written consent of the Claim Notice Indemnified Party unless the Indemnified Party is fully released and exonerated from all matters related to undertakethe claim. If the Indemnifying Party undertakes to defend or settle, conduct and control, through counsel it shall promptly notify the Indemnified Party of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. All Indemnified Parties shall endeavor to use the same counsel, which shall be the counsel selected by Indemnifying Party, provided that if counsel to the Indemnifying Party shall have a conflict of interest in the opinion of such counsel that prevents counsel for the Indemnifying Party from representing the Indemnified Party, the Indemnified Party shall have the right to participate in such matter through counsel of its own choosing and the Indemnifying Party will reimburse the Indemnified Party for the reasonable expenses of its counsel and experts. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses or out-of-pocket expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except (i) as set forth in the preceding sentence and (ii) to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses and out-of-pocket expenses. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim, which settlement provides solely for the payment of monetary damages and effects a full release of the Indemnified Party from all matters related to the claim, and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party's liability under this Section with respect to such Third Person claim shall be limited to the amount so offered in settlement to said Third Person, and the Indemnifying Party, upon payment of such settlement amount to such Third Person, shall be deemed released from any and all obligation or liability with respect thereto and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of defense that the Indemnifying Party subsequently incurs with respect to such claims and all additional costs of settlement or judgment. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is entitled to indemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith; provided, however, that (A) the Indemnifying Party under no circumstances shall permit the Indemnified -------- ------- Party to participate in such settlement or defense through counsel chosen by settle any Third Person claim without the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses withheld or delayed. All settlements hereunder shall effect a complete release of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, unless the Indemnified Party shall not pay otherwise agrees in writing. The parties hereto will make appropriate adjustments for any tax benefits or settle such claim without detriments and any insurance proceeds in determining 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 amount of any compromise or settlement of any such Indemnifiable Claimindemnification obligation under this Section.

Third Party Claims. The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Third Party Claim Notice from the Indemnified Party with respect to a Third Party Claim, to assume the conduct and control (subject to the terms hereof), 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 give the 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 the entry of any Judgment or enter into any compromise or settlement; provided, further, that the Indemnified Party’s consent may be reasonably withheld with respect to entry into any Judgment, compromise or settlement that (a) If does not relate solely to monetary damages (other than non-monetary relief incidental to such monetary damages) arising from such Third Party Claim, which shall be paid solely by the Indemnifying Party, (b) commits the Indemnified Party to take, or to forbear to take, any party entitled action harmful to, or adverse to be indemnified pursuant to Section 7.1 (an “the interests of, the Indemnified Party”, (c) receives notice of does not provide for a full and complete written release by the assertion by any applicable third party of the Indemnified Party (which release is actually given) or (d) includes any claim admission of wrongdoing or misconduct by the Indemnified Party. During the thirty (30) day period following receipt of a Third Party Claim Notice from the Indemnified Party, the Indemnified Party may not compromise or settle, nor assume the defense of, any Third Party Claim for which it is seeking indemnification hereunder without the prior written consent of the commencement by any such third person Indemnifying Party. Notwithstanding anything to the contrary contained in this ARTICLE VIII, the Indemnifying Party shall not be entitled to assume the defense 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 Third Party Claim without the consent of the foregoing Indemnified Party (any A) unless, at the time the Indemnifying Party elected to assume the defense of such claim Third Party Claim, the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be responsible for indemnifying the Indemnified Party for the Losses resulting from such Claim up to the amount for which it is responsible to so indemnify the Indemnified Party under this ARTICLE VIII (including Section 8.06) or Action being referred (B) if such Claim (x) seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than equitable or non-monetary relief that is incidental to herein monetary damages as an “Indemnifiable Claim”the primary relief sought) with respect to which another party hereto or (an “Indemnifying Party”y) is brought by a Governmental Authority or may be obligated is related to provide indemnificationor otherwise arises in connection with any criminal matter. In such circumstance, if the Indemnifying Party is not permitted by the Indemnified Party to assume the defense of such Third Party Claim, the Indemnified Party shall promptly notify assume responsibility for the Indemnifying defense of such Third Party in writing (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 after receipt of the Claim Notice to 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 allow the Indemnifying Party a reasonable opportunity to participate in connection therewith; providedsuch defense with its own counsel and at its own expense. Notwithstanding an election by the Indemnifying Party to assume the defense of any Third Party Claim, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement or defense Third Party Claim through separate counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne solely by the Indemnified Party; provided, further that if, based on advice from counsel, there exists any actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, and (B) Party in connection with the defense of the Third Party Claim the Indemnifying Party shall not settle any Indemnifiable Claim without bear the Indemnified Party’s consentreasonable fees, which consent shall not be unreasonably withheldcosts and expenses of such separate counsel. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does elects not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake control or conduct the defense of the Indemnifiable Claim described thereina Third Party Claim, the Indemnified Indemnifying Party nevertheless shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense of any Third Party Claim and, at its own expense, to employ counsel of its reasonable discretion; providedown choosing for such purpose. The Parties shall reasonably cooperate in the defense of any Third Party Claim, that with such cooperation to include (i) the Indemnified Party shall notify retention and the provision to the Indemnifying Party of any compromise or settlement 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 such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 Except as otherwise provided in clause (an “Indemnified Party”ii) receives notice of this subsection (b), in the assertion by any third party case of any claim asserted by a Person that is not a party to this Agreement or of the commencement an Affiliate Controlled 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 a party to this Agreement against an appeal from any of the foregoing Indemnified Party (any such claim or Action being referred to herein as an “Indemnifiable a "Third-Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification"), the Indemnified Party shall promptly notify permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume and control the defense of such Third-Party Claim and any Proceedings resulting therefrom; provided that (x) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (y) the Indemnified Party may participate in such defense at such Indemnified Party's sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Proceedings, unless such judgment or settlement relates solely to monetary damages and provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and its Affiliates and, in the reasonable good faith judgment of the Indemnified Party, does not and would not reasonably be expected to adversely impact or impair the business or reputation of the Indemnified Party and its Affiliates. (ii) Notwithstanding clause (i) above, in the event that the Indemnified Parties shall in good faith determine that the Indemnified Parties may have available to them one or more defenses or counterclaims that are inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in writing respect of a Third-Party Claim or any Proceeding relating thereto, (A) the “Claim Notice”) of Indemnified Parties shall have the Indemnifiable Claim; providedright, that at the failure to provide such notice shall not relieve or otherwise affect the obligation sole cost of the Indemnifying Party to provide indemnification hereunder, except to (including the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt costs and expenses of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and for the Indemnified Party shall cooperate with Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel in any jurisdiction for all Indemnified Parties in connection therewith; provided, that (A) the Indemnifying with any such Third-Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim and related Proceedings)), provided that at all times to take over and assume control over the reasonable fees defense and expenses prosecution of such counsel shall not be borne by the Indemnifying Party, portion of such Third-Party Claim and related Proceedings related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party shall not settle any Indemnifiable retain control over the defense and prosecution of the remaining aspects of such Third-Party Claim without and related Proceeding; provided that, in the case where the Indemnified Party’s consentParties have assumed control of the defense and prosecution of such portion of such Third-Party Claim and related Proceeding related to such inconsistent defenses and counterclaims, which consent shall not be unreasonably withheld. So long as neither the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, nor the Indemnified Party shall not pay or may settle such claim or Proceeding without the Indemnifying Party’s consentwritten consent of the other party, which such consent shall not to be unreasonably withheld. (c) If withheld or delayed. In the Indemnifying event that the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assume the defense of the Indemnifiable Claim described thereinany matter as provided above in clause (A), the Indemnified Indemnifying Party shall have the right to contestcontrol the defense against any such Third-Party Claim or related Proceeding, settleprovided that (1) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate in the prosecution and defense of such Third-Party Claim, (2) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise the Indemnifiable of such Third-Party Claim and related Proceedings. (iii) Subject to clause (ii) of this Section 7.10(b), in the exercise event that an Indemnified Party determines in good faith that any Third-Party Claim or any Proceeding related thereto has had or could reasonably be expected to materially adversely impact or impair the commercial interests or business reputation of its reasonable discretion; provided, that the Indemnified Party shall notify or its Affiliates, (1) counsel to be utilized by the Indemnifying Party in respect of such Third-Party Claim and related Proceeding shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, (3) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (4) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel, and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iv) In any event, MLIM Parent and BlackRock shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any compromise or settlement Third-Party Claim subject to this Article VII and the records and employees of any each shall be made reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If In the event that, subsequent to the Effective Time, any party Majority Stockholder Indemnified Parties or Company Stockholder Indemnified Parties entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (each, an “Indemnified PartyPerson”) receives notice of the assertion by any third party of any claim or of the commencement of any action or proceeding by any such third person Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to, 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 Governmental Entity) (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect against which a Party to which another party hereto this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”) such Indemnified Person, against which Indemnifying Party is or may be obligated required to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify the Indemnifying give written notice (a “Third Party in writing (the “Claim Notice”) regarding such claim to the Indemnifying Party as soon as practicable, unless the notice relates to commencement of the Indemnifiable Claim; providedan action or proceeding, that the failure to provide in which case such notice shall not relieve be given as soon as practicable, and at least fifteen (15) Business Days prior to any response required by Applicable Law 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) tribunal rule. The Indemnifying Party shall have thirty the right, upon written notice to the Indemnified Person (30the “Defense Notice”) days within fifteen (15) Business Days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and from the Indemnified Person of a Third Party shall cooperate with the Indemnifying Party in connection therewith; providedClaim Notice, that (A) which notice by the Indemnifying Party shall permit specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Person; provided, however, that the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed. (a) In the event that the Indemnifying Party shall fail to participate give the Defense Notice within said 15-Business Day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such settlement or defense through counsel chosen by event the Indemnified Party (subject Person shall have the right to conduct the defense in good faith and to compromise and settle the claim in good faith with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), conditioned or delayed, provided that the Indemnifying Party may in its sole discretion refuse to consent to any compromise or settlement that would lead to liability or create any financial or other obligation on the part of the Indemnifying Party in excess of the Cap (as defined below) or for which the Indemnifying Party is not obligated to indemnify the Indemnified Party. Indemnifying Party will be liable for all reasonable fees costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith but only upon the terms and expenses conditions of this Article X; provided, however, that the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such counsel claim or proceeding. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall not nonetheless (i) have, and be borne by deemed to have, reserved all of his or its rights to deny, in whole or in part, the Indemnified Party’s claim for indemnification; and (ii) be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 at its expense to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense assisted by counsel of its reasonable discretion; providedown choosing. (Any fees or costs incurred by the Indemnified Party whilst engaging in such participation shall not be included within the calculation of its Losses for purposes of its entitlement to indemnification under this Section 10.3). In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed, provided that the Indemnified Party shall notify the Indemnifying Party of may in its sole discretion refuse to consent to any compromise or settlement that (1) includes any finding or admission that the Indemnified Party violated any Law or the rights of any Person, (2) is not entirely contained in a written agreement, (3) would impose any injunctive relief or obligation of specific performance on the Indemnified Party, or (4) does not include an unconditional release and discharge of the Indemnified Party in a form reasonably satisfactory to the Indemnified Party. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not cease to defend against such Indemnifiable Claimclaim after assuming the defense of such claim, if pursuant to or as a result of such cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, (ii) such 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 hereunder, or (iii) such cessation will not result in a full release of the Indemnified Party with respect to such claim. (d) Notwithstanding Section 10.3(b), 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 any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) that involves criminal allegations against the Indemnified Party, or (iii) that imposes liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed, provided that the Indemnifying Party may in its sole discretion refuse to consent to any compromise or settlement that would lead to liability or create any financial or other obligation on the part of the Indemnifying Party in excess of the Cap or for which the Indemnifying Party is not obligated to indemnify the Indemnified Party. (e) To the extent any final judgment entered or settlement agreed upon in the manner provided in this Agreement includes or results in Losses in respect of which the Indemnifying Party has an obligation to provide indemnification under this Agreement, from and after such the entrance of such final judgment or agreement of settlement the Indemnified Party shall be entitled to prompt indemnification of such Losses hereunder. (f) A failure to give timely, complete or accurate notice as provided in this Section 10.3 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 Indemnifying 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 party entitled to be indemnified pursuant to Section 7.1 (an “Each Indemnified Party”) receives notice Party shall promptly notify the Indemnifying Party of the assertion by any third party of any 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 which another party hereto the indemnification set forth in this Article 11 relates (an “Indemnifying Party”) is or may be obligated which shall also constitute the notice required by Section 11.4). Failure to provide indemnification, the Indemnified Party shall promptly timely notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve such Person from its obligations under this Article 11, except to the extent the Indemnifying Party shall have been prejudiced by such failure. The Indemnifying Party shall have the right, upon notice to the Indemnified Party within ten business days after the receipt of any such notice, to undertake the defense of such claim with counsel of the Indemnifying Party's choice and with the cooperation of the Indemnified Parties. The Indemnifying Party shall not, without the Indemnified Party's prior written consent (which will not be unreasonably withheld), settle, compromise or otherwise affect consent to the obligation entry of any judgment in any pending or threatened claim in respect of which indemnification under this Article 11 is being sought, unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all Liability arising or resulting from such claim. The failure of the Indemnifying Party to provide indemnification hereunder, except give such notice and to undertake the extent that any damages directly resulted defense of or were caused by to settle or compromise such failure. (b) The Indemnifying Party a claim shall have thirty (30) days after receipt of the Claim Notice to 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 (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent constitute a waiver of the Indemnifying Party's rights to assume the defense of such claim under this Section 11.5(a). No Indemnified Party shall, without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld), provided that settle, compromise or consent to the reasonable fees and expenses entry of such counsel shall not be borne any judgments in any pending or threatened claim in respect of which indemnification under this Article 11 is being sought. (b) The election by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentpursuant to Section 11.5(a), which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 a third party claim shall not preclude the Indemnifiable Claim described thereinParty against which such claim has been made also from participating or continuing to participate in such defense, the Indemnified so long as such Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of bears its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown legal fees and expenses for so doing.

Third Party Claims. (a) If any Each party entitled to be indemnified pursuant to Section 7.1 indemnification under this Article 7 (an the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly, but not later than ten (10) days, after such Indemnified Party receives written notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding or investigation demand asserted by any person who is not a party (or before any governmental entity or arbitrator and an appeal from any of the foregoing a successor to a party) to this Agreement (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) that is or may be obligated give rise to provide indemnification, an indemnification claim; provided that the failure of the Indemnified Party shall promptly notify the Indemnifying Party to give notice as provided in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice this Section 7.02 shall not relieve or otherwise affect the obligation of the any Indemnifying Party to provide indemnification hereunderof its obligations under Section 7.01, except to the extent that such failure actually and materially prejudices the rights of any damages directly resulted or were caused by such failure. (b) Indemnifying Party. The Indemnifying Party may elect to assume the defense of any Third-Party Claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall have thirty in such case conduct the defense of such claim, shall be approved by the Indemnified Party (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofwhose approval shall not unreasonably be withheld), and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without at the Indemnified Party’s consentexpense, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle 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 and may retain counsel of the Claim Notice its choice; provided further that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contestemploy, settleat the Indemnifying Party’s expense, or compromise the Indemnifiable Claim in the exercise one firm of counsel of its reasonable discretion; providedchoice, that and local counsel in each applicable jurisdiction (if more than one jurisdiction is involved), to represent the Indemnified Party shall notify if, in the Indemnified Party’s reasonable judgment, there exists an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, or if the Indemnifying Party of any (1) elects not to defend, compromise or settlement settle a Third-Party Claim, (2) fails to notify the Indemnified Party within ten (10) Business Days of its election to defend after receipt of notice of such Third-Party Claim, or (3) having timely elected to defend a Third-Party Claim, fails, in the reasonable judgment of the Indemnified Party, after at least ten (10) days’ notice to the Indemnifying Party, adequately to prosecute or pursue such defense, then in each case the Indemnified Party may defend such Third-Party Claim on behalf of and for the account and risk of the Indemnifying Party. The Indemnifying Party, in the defense of any such Indemnifiable ClaimLitigation, shall not, except with the prior written approval of the Indemnified Party, consent to entry of any judgment or entry into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to Litigation. The Indemnified Party shall not settle or compromise any such claim without the prior written approval of the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnified Party shall make its employees available and furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and as shall reasonably be required in connection with the defense of such Litigation resulting therefrom.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, 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. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Parent or Subsidiary Corporationwhich Parent or Subsidiary Corporation determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successfully, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives of notice of any matter or the assertion commencement of any Action by any a third party in respect of any claim or of which 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 Indemnified Party will seek indemnification hereunder (any such claim or Action being referred to herein as an “Indemnifiable Third-Party Claim”) with respect ), the Indemnified Party shall notify each Person that is obligated to which another party hereto provide such indemnification (an “Indemnifying Party”) is or may be obligated thereof in writing but any failure to provide indemnification, the Indemnified Party shall promptly so notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect it from any liability that it may have to the obligation of Indemnified Party other than to the extent the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused is actually prejudiced by such failure. (b) . The Indemnifying Party shall have thirty be entitled to participate in the defense of such Third-Party Claim and, provided that within fifteen (3015) days after receipt of such written notice the Indemnifying Party confirms in writing its responsibility therefor and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (a) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim Notice and to undertake, conduct and control, through employ counsel of at its own choosing, expense to assist in the handling of such matter or claim; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such matter or claim (with such approval not to be unreasonably withheld); (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third-Party Claim; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its expense, own expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate be entitled to have sole control over, the defense or settlement of any Third-Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party that, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. After written notice by the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit to the Indemnified Party of its election to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent assume control of the Indemnifying Partydefense of any such Third-Party Claim and proof of its financial responsibility as provided in this Section 6.4, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable to such Indemnified Party hereunder for any Indemnifiable Claim without legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation and of liaison counsel for the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as however, that the Indemnifying Party is vigorously contesting any shall be liable for such Indemnifiable Claim in good faith, legal expenses if the Indemnified Party shall determines in good faith that the incurrence of the same is appropriate in light of defenses not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) conflicts of interest or other similar circumstances. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt assume control of the Claim Notice that it elects to undertake the defense of the Indemnifiable such Third-Party Claim described thereinas provided in this Section 6.4, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable defend such Third-Party Claim in such manner as it may deem appropriate at the exercise cost and expense of its reasonable discretion; providedthe Indemnifying Party, that and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Article VI. The reimbursement of fees, costs and expenses required by this Article VI shall notify be made by periodic payments during the Indemnifying Party course of any compromise the investigations or settlement of any such Indemnifiable Claimdefense, as and when bills are received or expenses incurred.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any 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 Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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 Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to 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 (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s Party Shareholder's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s '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, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretiondiscretion provided that the fees and expenses of the Indemnified Parties counsel shall be borne by the Indemnifying Party; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Purchaser or the Company which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successfully, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. (a) If any party entitled to be indemnified claim set forth in the Claim Notice pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion 10.04 is a Claim asserted by any a third party of any 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 which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationparty, the Indemnified Party shall promptly notify the Indemnifying Party in writing (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) 30 days after the receipt of the Claim Notice to undertakenotify the Indemnified Party in writing of the Indemnifying Party's election to defend such Claim on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such Claim, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control as is reasonably required by the Indemnifying Party and shall otherwise cooperate with and assist the Indemnifying Party in connection therewith; providedthe defense of such Claim. So long as the Indemnifying Party is defending such Claim in good faith, that (A) the Indemnified Party shall not pay, settle or compromise such Claim. If the Indemnifying Party elects to defend such Claim, the Indemnified Party shall have the right, but not the obligation, to participate in the defense of such Claim, at the Indemnified Party's own expense. In the event the Indemnifying Party shall permit assume the defense, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent (which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that the Indemnified Party to participate may withhold such consent at its discretion if, in its judgment, such compromise or settlement or defense through counsel chosen by would have an adverse impact on the future operations of the Indemnified Party or the Surviving Company). If the Indemnifying Party does not elect to defend such Claim or does not defend, contest or otherwise protect against such claim in good faith, the Indemnified Party shall have the full right, in addition to any other right or remedy it may have hereunder, to defend against such claim, action or proceeding in such manner as it may deem appropriate, including the right to make any compromise or settlement thereof (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that and the reasonable fees and expenses of such counsel Indemnified Party shall not be borne by entitled to recover the entire cost thereof from the Indemnifying Party, including reasonable attorneys' fees, disbursements and (B) amounts paid as the result of such Proceeding, and the Indemnifying Party shall not settle be bound by any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any determination made in such Indemnifiable Claim in good faith, the Indemnified Party shall not pay Proceeding or settle 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 Claimeffected by the Indemnified Party.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Indemnity under this Article IX (an the “Indemnified PartyIndemnitee”) receives notice of the assertion by any third party of any 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”) proceeding with respect to which another any other party hereto (an or parties) is obligated to provide indemnification (the “Indemnifying Party”) is pursuant to Section 9.01 or may be obligated to provide indemnification9.02, the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party promptly, but in writing (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 no event more than thirty (30) days after receipt notice of such claim, give the Indemnifying Party notice thereof. Except as provided below, the Indemnifying Party may compromise, settle or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expenseIndemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, settlement or defense thereofagainst, any such asserted liability. Both the Indemnitee and the Indemnified Party shall cooperate with the Indemnifying Party may participate in connection therewith; providedthe defense of such asserted liability (provided that, so long as the Indemnifying Party is controlling the litigation, the expenses of counsel for the Indemnitee shall be borne by the Indemnitee) and neither may settle or compromise any claim over the reasonable objection of the other. Notwithstanding anything to the contrary contained herein, the Indemnitee may assume control of the defense or resolution of any such matter if the Indemnifying Party does not diligently defend or settle such matter, it being understood that (A) the Indemnifying Party shall permit continue to be obligated to indemnify the Indemnified Party to participate Indemnitee in connection with such settlement matter (including counsel expenses) and that the Indemnitee may not settle or defense through counsel chosen by the Indemnified Party (subject to compromise any such matter without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party, 10370946.3 30 at reasonable times and upon reasonable notice, any books, records or other documents within its control that are necessary or appropriate for such defense. Notwithstanding anything to the contrary herein, (a) OWNERS’ Surviving Liabilities shall not notify under any circumstances exceed the Indemnified Party within thirty Maximum Indemnity Amount and Purchasers and NEW OPERATORS shall look solely to the Escrow Holdback Deposit for payment of any indemnity claims, and (30b) days after receipt where OWNERS’ Surviving Liabilities include an obligation to “indemnify, defend and hold Purchasers and NEW OPERATORS harmless,” Purchasers on their own behalf and on the behalf of the Claim Notice NEW OPERATORS agree that it elects after the Closing Date, OWNERS’ Surviving Liabilities shall be limited to undertake an obligation to indemnify and hold Purchasers and NEW OPERATORS harmless (but shall not include an obligation to defend Purchasers and NEW OPERATORS) subject to 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 ClaimMaximum Indemnity Amount.

Third Party Claims. (a) If In the event that any Indemnified Party desires to make a claim against an Indemnifying Party (which term shall be deemed to include all Indemnifying Parties if more than one) in connection with any third-party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claimlitigation, arbitration, action, suit, arbitration, hearing, inquiry, proceeding, complaintclaim, charge tax audit or investigation by demand at any time instituted against 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 made upon it for which another party hereto (an “Indemnifying Party”) it is or may could be obligated entitled to provide indemnificationindemnification hereunder (a "Third-Party Claim"), the Indemnified Party shall promptly will promptly, after receiving notice of such Third Party Claim, notify the Indemnifying Party in writing (the “of such Third-Party Claim Notice”) and of the Indemnifiable Claimits claims of indemnification with respect thereto; provided, that the failure to provide promptly give such notice shall will not relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunderobligations under this Section 8.3, except to the extent extent, if any, that any damages directly resulted or were caused by such failurethe Indemnifying Party has actually been prejudiced thereby. (b) The Indemnifying Party shall will have the right to assume and control the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within thirty (30) calendar days after receipt the Indemnifying Party has received notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim Notice actively and diligently thereafter in order to undertakepreserve its rights in this regard; and provided, conduct further, that the Indemnified Party may retain separate co-counsel at its sole cost and controlexpense and participate at its sole cost and expense in the defense of the Third-Party Claim. (c) 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 (which consent will not be unreasonably conditioned, through withheld or delayed by the Indemnified Party) unless the judgment or proposed settlement (i) includes an unconditional release of all liability of each Indemnified Party with respect to such Third-Party Claim, and (ii) involves only the payment of money damages that are fully covered by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 8.3(b) above, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably conditioned, withheld or delayed by the Indemnifying Party). (d) In the event the Indemnifying Party fails to assume the defense of the Third-Party Claim in accordance with Section 8.3(b) above, the Indemnified Party may defend against any such claim or litigation in such manner as it may reasonably deem appropriate; provided, that (i) the Indemnified Party shall not settle any such claim or litigation without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably conditioned, withheld or delayed by the Indemnifying Party); and (ii) the Indemnifying Party shall have the right to participate in such defense (including with counsel of its own choosing, and choice at its sole expense, the settlement or defense thereof, ) and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) with such participation and in all cases shall keep the Indemnifying Party shall permit the Indemnified Party informed of as to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle all matters concerning such claim without the Indemnifying Party’s consent, which consent and 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 promptly notify the Indemnifying Party in writing of any compromise or settlement of any such Indemnifiable Claimall significant developments relating thereto.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (an “Indemnified Party”) receives of notice of any matter or the assertion commencement of any Action by any a third party in respect of any claim or of which 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 Indemnified Party will seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect ), the Indemnified Party shall notify each Person that is obligated to which another party hereto provide such indemnification (an “Indemnifying Party”) is or may be obligated thereof in writing but any failure to provide indemnification, the Indemnified Party shall promptly so notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect it from any liability that it may have to the obligation of Indemnified Party other than to the extent the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused is actually prejudiced by such failure. (b) . The Indemnifying Party shall have thirty be entitled to participate in the defense of such Third-Party Claim and, provided that within fifteen (3015) days after receipt of such written notice the Indemnifying Party demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (a) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim Notice and to undertake, conduct and control, through employ counsel of at its own choosing, expense to assist in the handling of such matter or claim; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such matter or claim (with such approval not to be unreasonably withheld); (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third-Party Claim; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its expense, own expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate be entitled to have sole control over, the defense or settlement of any Third-Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party which, if successful, would reasonably be expected to materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. After written notice by the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit to the Indemnified Party of its election to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent assume control of the Indemnifying Partydefense of any such Third-Party Claim, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable to such Indemnified Party hereunder for any Indemnifiable Claim without legal expenses subsequently incurred by such Indemnified Party in connection with the Indemnified Party’s consentdefense thereof; provided, which consent shall not be unreasonably withheld. So long as however, that the Indemnifying Party is vigorously contesting any shall be liable for such Indemnifiable Claim in good faith, legal expenses if the Indemnified Party shall determines in good faith that the incurrence of the same is appropriate in light of defenses not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) conflicts of interest or other similar circumstances. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt assume control of the Claim Notice that it elects to undertake the defense of the Indemnifiable such Third-Party Claim described thereinas provided in this Section 8.4, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable defend such Third-Party Claim in such manner as it may deem appropriate at the exercise cost and expense of its reasonable discretion; providedthe Indemnifying Party (to the extent the Indemnifying Party is responsible under this Article VIII), that and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Article VIII. The reimbursement of fees, costs and expenses required by this Article VIII shall notify be made by periodic payments during the Indemnifying Party course of any compromise the investigations or settlement of any such Indemnifiable Claimdefense, as and when bills are received or expenses incurred.

Third Party Claims. (a) If any party entitled Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by indemnification for any third party claim, including, but not limited to, any action or proceeding by a third party against any party hereto based upon any contract or tort based claim relating to or arising out of any claim acts or of the commencement omissions 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 which another party hereto (an “Indemnifying Party”a "Claim"): (i) Promptly after receipt by any party hereto of any Claim, such party will, if a Claim with respect thereto is or may to be made against any party obligated to provide indemnificationindemnification hereunder (the "Indemnifying Party"), the Indemnified give such Indemnifying Party shall promptly written notice of such Claim, but any failure to timely notify the Indemnifying Party in writing (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, of its obligations hereunder except to the extent that any damages directly resulted or were caused by such failure. (b) The it was prejudiced thereby. Such Indemnifying Party shall have thirty (30) days after receipt the right, at its option, to settle, compromise or defend, at its own expense and with its own counsel, any such Claim involving the asserted liability of the Claim Notice to undertakeparty seeking such indemnification (the "Indemnified Party"), 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, provided that (A) the Indemnifying Party shall permit not settle, compromise or consent to the Indemnified Party to participate entry of any judgment in such settlement any pending or defense through counsel chosen by threatened Claim, except with the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If the Indemnifying Party fails to assume the defense of such Claim within 30 days of receipt of notice of such Claim, provided that or if at any time the reasonable Indemnifying Party shall fail to defend in good faith any such Claim, the Indemnified Party may assume the defense thereof and may employ counsel with respect thereto and all fees and expenses of such counsel shall not be borne paid by the Indemnifying PartyParty and the Indemnified Party may conduct and defend such claim in such manner as it may deem appropriate, subject to the last sentence of this Section. If any Indemnifying Party undertakes to compromise, settle or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and (B) the Indemnified Party agrees to cooperate fully with the Indemnifying Party shall not settle and its counsel in the compromise of, or defense against any Indemnifiable Claim without such asserted liability. The Indemnified Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter with respect to which the Indemnifying Party has undertaken the defense, and the Indemnifying Party may appoint, at its own expense, associate counsel to participate in the joint defense of any such matter which the Indemnified Party’s consentParty is defending. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any pending or threatened Claim, except with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld). (cii) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt The sole and exclusive monetary remedy of the Claim Notice that it elects parties hereto for any and all Loss, including any Claim, with respect to undertake the defense transactions contemplated in this Agreement, shall be the indemnity set forth in this Article VIII, as limited by the provisions set forth in this Article VIII. Any claim or request for indemnification not submitted in writing prior to the expiration of the Indemnifiable applicable survival period of the warranty or representation provided in this Article VIII on which such Loss or Claim described therein, the Indemnified Party is based shall be deemed to have been waived and no 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 Claimfurther liability with respect thereto.