Common use of Third Party Claims Clause in Contracts

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. In The Purchaser shall give prompt written notice to the event Sellers of any pending or threatened claim or demand by a third party that the Purchaser becomes aware has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or demand; provided, however, that the failure to provide such notice shall not release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a third-party claim breach of a representation or warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser believes may result participate in a claim against such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or on behalf of an Indemnified Personproceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right in its sole discretion to conduct undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent which shall not be unreasonably delayed or withheld. If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle or resolve any such claim (or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Sellers shall have the right to receive copies participate in the settlement or assume or reassume the defense of all pleadings, notices and communications with respect such claim or proceeding at any time by written notice to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. In Should any claim be made against Buyer or the event that the Purchaser becomes aware of Company by a third-person not a party claim to this Agreement with respect to any matter to which the Purchaser believes may result indemnity set forth in Section 9(a) relates (a claim against “Third-Party Claim”), then Buyer shall promptly give the Purchaser by or on behalf Stockholder written notice of an Indemnified Personany such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject to the indemnity set forth in Section 9(a), the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Stockholder shall have the right to receive copies of all pleadings, notices and communications with respect to the thirddefend or settle any such Third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledParty Claim, at its sole expense, on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to participate in, but not to determine or conduct, any Buyer. In such defense of the third-party claim or settlement negotiations of any Third-Party Claim, Buyer shall cooperate with respect and assist the Stockholder as is reasonable and may participate therein with its own counsel at its sole expense, and Buyer’s written consent shall be a requirement to the third-party claim. However, except with the consent of the Sellerany settlement and disposition thereof, which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event provided that the Seller has consented to in any such settlement or resolutiondisposition, the Seller Buyer shall not have be liable for any power or authority to object amounts under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutiondisposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholder. If the Stockholder does not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the Stockholder intends to undertake the defense thereof, and that such claim is subject to the indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholder fails to pursue such defense in a prudent manner, then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholder shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as the Stockholder has given Buyer timely notice that the Stockholder will undertake the defense of the Third-Party Claim, and is defending such Third-Party Claim in good faith, Buyer shall not pay or settle any such Third-Party Claim without the written consent of the Stockholder.

Third Party Claims. In the event that the Purchaser If Parent becomes aware of a third-party claim which the Purchaser that Parent believes may result in a claim against the Purchaser for indemnification in accordance with Section 7.1 by or on behalf of an Indemnified Person, Parent shall promptly notify the Purchaser Shareholders’ Representative of such third-party claim and provide the Shareholders’ Representative the opportunity to direct, through counsel of its own choosing (who shall have be reasonably acceptable to Parent), at its own cost, the right defense or settlement of such claim; provided, however, that (a) the claim or proceeding solely seeks (and continues to seek) monetary damages; (b) Parent reasonably determines in its sole discretion good faith that there is no reasonable likelihood that such claim will cause the Indemnified Persons to conduct suffer Losses in excess of the amount held in the Cash Escrow Fund and the Stock Escrow Fund from time to time during the pendency of the claim, excluding any amount subject to any other claim; and (c) the Shareholders’ Representative agrees in writing on behalf of all Indemnifying Shareholders that the Indemnifying Shareholders will be liable for any amounts paid in resolution or settlement of the claim regardless of the limitations set forth in ARTICLE 7 (the conditions set forth in clauses (a) through (c) are, collectively, the “Litigation Conditions”). If the Litigation Conditions are met and the Shareholders’ Representative elects to assume the defense of and to settle or resolve any such claim (and or proceeding, the costs and expenses incurred by Shareholders’ Representative shall allow the Purchaser Indemnified Persons to participate in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) but in such case the expenses of the Indemnified Persons shall be included paid by the Indemnified Persons. An Indemnified Person shall provide the Shareholders’ Representative and counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Shareholders’ Representative in the Indemnifiable Damages defense or settlement thereof, and the Indemnified Persons shall be reimbursed for all of their reasonable out-of-pocket expenses in connection therewith. If the Shareholders’ Representative elects to direct the defense of any such claim or proceeding, the Indemnified Persons shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless (i) the Shareholders’ Representative consents in writing to such payment, (ii) the Shareholders’ Representative withdraws from the defense of such asserted liability and Parent undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 unless a final judgment from which no appeal may be taken by or on behalf of the Purchaser may seek indemnification pursuant Indemnifying Shareholders is entered against Indemnified Persons for such liability. If the Shareholders’ Representative fails to a claim made hereunder). The Seller defend or if, after commencing or undertaking any such defense, the Shareholders’ Representative fails to prosecute or withdraws from such defense, or if any of the Litigation Conditions cease to be met, Parent shall have the right to receive copies of all pleadingsundertake the defense or settlement thereof, notices and communications with respect retain counsel, reasonably satisfactory to the third-party claim Shareholders’ Representative, at the Indemnifying Shareholders’ expense; provided, however, that the Indemnifying Shareholders shall not be required to pay the fees and expenses of more than one counsel for the Indemnified Persons in any single action, except to the extent that receipt two or more such Indemnified Persons shall have conflicting interests in the outcome of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledaction and, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with without the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the PurchaserShareholders’ Representative in writing, no settlement or resolution of any such claim with any third-party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter (but in no event shall the amount of Losses exceed the aggregate of the actual cost incurred by the Indemnified Persons in defending such claim and the amount of such settlement). In If the event that the Seller has consented Shareholders’ Representative consents to any such settlement or resolutionsettlement, neither the Seller Shareholders’ Representative nor any Indemnifying Shareholder shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or resolutionsuffered by the Indemnified Persons in connection with the defense of any such third party claim, whether or not it is determined that there was a breach or inaccuracy of a representation or warranty or any other matter specified in Section 7.1 as a basis for indemnification under this Agreement, shall constitute Losses subject to indemnities under Section 7.1.

Third Party Claims. In the event that the Purchaser becomes aware of a third-claim by a third party claim which the Purchaser believes may that would result in Indemnifiable Damages under Section 9.2 if it were assumed that such claim was ultimately determined in favor of such third party (a claim against the Purchaser by or on behalf of an Indemnified Person“Third-Party Claim”), the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve such Third-Party Claim. The Equityholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not adversely affect any privilege relating to any Indemnified Person (and in such event, Purchaser shall cooperate in good faith with the Equityholders’ Representative to provide such information to the Equityholders’ Representative in a manner that does not adversely affect such applicable privilege, including by entering into joint defense agreements or similar arrangements). However, Purchaser shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Purchaser in its sole discretion, the Equityholders’ Representative and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the Equityholders’ Representative has consented to the amount of any settlement or 70 resolution by Purchaser of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the costs and expenses Equityholders’ Representative shall have objected within 30 days after a written request therefor by Purchaser), or if the Equityholders’ Representative shall have been judicially determined to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the Equityholders’ Representative nor any Selling Securityholder shall have any power or authority to object under this Article IX to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary contained herein, the Equityholders’ Representative shall not be entitled to object to a claim for Indemnifiable Damages incurred by the Purchaser an Indemnified Person in connection with such the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in of a Third-Party Claim on the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to basis that there has been no ultimate determination (including a claim made hereunder). The Seller shall have the right to receive copies judgment of all pleadings, notices and communications a court or a finding of an arbitral body) with respect to such Third-Party Claim. Notwithstanding the third-party claim foregoing, to the extent that receipt this Section 9.8 conflicts with the provisions of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations Section 6.12(e) with respect to the third-party claim. HoweverTax Claims, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30Section 6.12(e) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII will apply to the amount conduct of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionTax Claims.

Third Party Claims. In Promptly after the event that assertion by any third party of any claim against any Indemnitee (a “Third-Party Claim”) that, in the Purchaser becomes aware judgment of a third-party claim which the Purchaser believes such Indemnitee, may result in the incurrence by such Indemnitee of Purchaser Damages for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to Seller a claim against written notice describing in reasonable detail such Third-Party Claim; provided, however, that no delay on the Purchaser by part of the Indemnitee in notifying Seller shall relieve Seller of any liability or on behalf of an Indemnified Personobligations hereunder, except to the Purchaser extent that Seller has been prejudiced thereby, and then only to such extent. Seller shall have the right right, but not the obligation, exercisable in its sole discretion by written notice to conduct the Indemnitee within thirty (30) days of receipt of notice from the Indemnitee of the commencement of or assertion of any Third-Party Claim, to assume the defense and control the settlement of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)Third-Party Claim. The Seller Indemnitee shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does participate in (but not affect any privilege relating to any Indemnified Person and shall be entitledcontrol), at its own expense, the defense and settlement of any Third-Party Claim. If Seller does not elect to participate inundertake and conduct the defense of a Third-Party Claim, but the Indemnitee shall undertake the defense of such Third-Party Claim. In the event Seller has assumed the defense of any Third-Party Claim, Seller shall not consent to determine a settlement of, or conductthe entry of any judgment arising from, any defense of such Third-Party Claim without the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the Indemnitee’s prior written consent of the Seller, (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given delayed), unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolutionjudgment relates solely to monetary damages and provides for a complete release of the Indemnitee, in which case, no such consent shall be required. The Indemnitee shall have the Seller shall not have any power right to settle, or authority to object under Section 7.4 or any other provision of this Article VII consent to the amount entry of any claim by judgment arising from, any Third-Party Claim for which Seller has not assumed the defense. Whether or on behalf of not Seller elects to defend or prosecute any Indemnified Person with respect to Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such settlement or resolutionrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. In the event that the Purchaser SumTotal becomes aware of a third-party claim which the Purchaser claim, action or proceeding that SumTotal reasonably believes may result in a claim demand against the Purchaser by Escrow Fund, SumTotal shall promptly notify the Stockholder Representative of such claim, action or on behalf of an Indemnified Personproceeding, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Stockholder Representative shall be entitled, at its expense, to participate in, but not to determine or conduct, in any defense of such claim. If there is a third-party claim that, if adversely determined, would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued in defense of such third-party claim (including reasonable counter-claims), regardless of the outcome of such claim, shall be deemed Losses hereunder and shall be subject to the limitations set forth in Section 2.10(b) of the Pathlore Schedules with respect to Agreed Claims (it being understood that any amounts awarded in connection with any such counter-claims shall be first offset against any Losses subject to indemnification (and limits thereto) hereunder and incurred in connection with the underlying third-party claim). SumTotal shall have the right in its sole discretion to control the defense of all such claims and to settle all such claims; provided, however, that SumTotal shall not settle any third-party claims without the prior written consent of the Stockholder Representative, which consent will not be unreasonably withheld or delayed. To the extent the Stockholder Representative presents the Indemnified Party with a bona fide offer from the third-party claim claimant regarding a settlement for money damages in an amount which, taken together with all Losses relating to the underlying third-party claims, is less than the value remaining in the Escrow Fund that is not already subject to existing claims pursuant to an Officer’s Certificate or settlement negotiations with respect Certificates, and which offer includes no material obligations or restrictions on SumTotal or its business other than the payment of money damages, then SumTotal may elect to (A) settle the third-party claim. However, except with claims on the consent proposed terms and conditions of the Sellerproposed settlement in which case SumTotal shall recover the full amount of such settlement (and related Losses) from the Escrow Fund pursuant to Article VII without any objection from the Stockholder Representative, subject to the limitations on recovery provided in Section 7.2(i) with respect to Agreed Claims or (B) reject the settlement in which consent case SumTotal agrees and acknowledges that is shall not thereafter be unreasonably withheld, conditioned or delayed and which responsible for all Losses in excess of the proposed settlement offer (including litigation expenses incurred thereafter). The Indemnified Party shall be deemed to have been given unless keep the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution Stockholder Representative informed of any such claim settlement proposals and the parties shall consult and cooperate with each other in good faith in connection with any such third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionclaims.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-party claim suit, proceeding, claim, audit, review, arbitration or, to the Company’s knowledge, investigation of any nature which the Purchaser believes may result in constitutes a claim against the Purchaser by matter for which either (a) an Indemnified Person is entitled to indemnification under Article VIII or on behalf of an (b) if determined adversely to Parent or any other Indemnified Person, the Purchaser would provide a basis for a claim for indemnification under Article VIII (each such claim, a “Third Party Claim”), Parent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)claim. The Seller Shareholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the consent of the SellerShareholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless delayed, the Seller shall have objected within thirty (30) days after a written request for such consent by amount paid in the Purchaser, no settlement or resolution of any such claim with any to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Shareholders’ Representative has consented (or deemed to have consented) to any such settlement or resolution, neither the Seller Shareholders’ Representative nor the Indemnifying Persons shall not have any power or authority to object under Section 7.4 8.06(b) or any other provision of this Article VII VIII to the amount of any claim for Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Escrow Fund or directly against such Indemnifying Persons for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a thirdclaim by a Third Party (a “Third-party claim which the Purchaser Party Claim”) that Parent in good faith believes may result in a claim against the Purchaser for Damages by or on behalf of an Indemnified Person, the Purchaser Parent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by the Purchaser Parent in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may Parent shall be entitled to seek indemnification pursuant to a claim made hereunder). The Seller Sellers shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Sellers of Parent’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch Third Party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Parent shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Parent in its sole discretion, the Sellers and their Affiliates may not participate in any Third-Party Claim or any action related to such Third- Party Claim (including any discussions or negotiations in connection with the consent settlement, adjustment or compromise thereof). In the event that the Sellers have consented to the amount of the Seller, any settlement or resolution by Parent of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Seller Sellers shall have objected within thirty twenty (3020) days after a written request for such therefor by Parent), or if the Sellers shall have been determined to have unreasonably withheld, conditioned or delayed its consent by to the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller Sellers and Indemnifying Party (a) shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII IX to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution, (b) shall be deemed to have approved the related Claim Certificate and (iii) shall instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to the applicable Damages with respect to such Third-Party Claim.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim Action which the Purchaser believes may result in constitutes a claim against the Purchaser by matter for which either (a) an Indemnified Person is entitled to indemnification under Section 7.2 or on behalf of an Section 7.3 or (b) if determined adversely to Acquiror or any other Indemnified Person, the Purchaser would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a “Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)Third Party Claim. The Seller Sellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the consent of the SellerSellers’ Agent, which consent shall not be unreasonably withheld, conditioned delayed or delayed conditioned, and which shall be deemed to have been given unless the Seller Sellers’ Agent shall have objected within thirty fifteen (3015) days after a written request for such consent by Acquiror, the Purchaser, no amount paid in the settlement or resolution of any such claim with any to the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Sellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or deemed consent shall be final and binding on the Seller Sellers’ Agent and the Sellers for all purposes hereunder and not subject to appeal, and neither the Sellers’ Agent nor the Sellers shall not have any power or authority to object under Section 7.4 7.7(b) or any other provision of this Article VII to the amount of any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the Indemnity Escrow Shares or directly against such Sellers with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Buyer becomes aware of a third-party claim which the Purchaser or demand (including a threat in writing of such), or is served with a third-party complaint, counterclaim or cross-claim in litigation (collectively, a “Third-Party Claim”) that Buyer reasonably believes may result in a claim against for indemnification under this Agreement, Buyer shall promptly notify Seller in the Purchaser by relevant Claim Certificate (or on behalf amendment thereof) of an Indemnified Person, such Third-Party Claim and (subject to any applicable confidentiality or privacy obligations or law) the Purchaser identity of the person or party asserting such claim or demand; provided that the failure to give prompt notice shall have not affect the right in its sole discretion to conduct the defense of indemnification provided hereunder except if and to settle or resolve any the extent Seller has been actually and materially prejudiced as a result of such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)failure. The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdThird-party claim Party Claim to the extent that receipt of such documents does not affect any claim of privilege relating to any Indemnified Person Person, and subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. Seller, shall, at its sole expense, be entitled to participate in any defense of such Third-Party Claim; provided that Buyer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claims. Buyer shall be entitled to settle such Third-Party Claim without the consent of Seller; provided that any settlement of a Third-Party Claim without the consent of Seller shall not be determinative of any indemnification Claim that may be made hereunder resulting from such Third-Party Claim. Notwithstanding anything to the contrary contained herein, if there is a Third-Party claim that if adversely determined would give rise to a right of recovery for Indemnifiable Damages hereunder that is either, (a) not otherwise subject to a settlement or other adjudication that is consented to in writing by Seller or (b) is not otherwise determined to constitute Indemnifiable Damages hereunder, then 50% of any amounts incurred by the Indemnified Persons in defense of such Third-Party Claim, shall be deemed Indemnifiable Damages and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense borne by the Indemnifying Parties in accordance with this Article VIII and the remaining 50% of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which such amounts shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent borne by the Purchaser, no settlement or resolution of any such claim with any third-party claimant Indemnified Persons. If there shall be determinative any conflicts between the provisions of the existence of or amount of Indemnifiable Damages this Section 9.6 and Section 6.10(b) (relating to such matter. In the event that the Seller has consented to any such settlement or resolutionTax Contests), the Seller provisions of Section 6.10(b) shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutioncontrol.

Third Party Claims. In the event that the Purchaser Buyer becomes aware of a third-party claim which the Purchaser Buyer in good faith believes may is reasonably likely to result in Indemnifiable Damages (a claim against the Purchaser by or on behalf of an Indemnified Person“Third Party Claim”), the Purchaser Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third Party Claim. Buyer shall timely notify the Sellers’ Representative of a Third Party Claim, and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneysSellers’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its sole option and expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the written consent of the SellerSellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Sellers’ Representative shall have objected within thirty (30) days Business Days after a written request for such consent is delivered to the Sellers’ Representative by the PurchaserBuyer, no settlement or resolution by Buyer of any such claim with any third-party claimant that gives rise to a claim against the Indemnifying Parties shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Sellers’ Representative has consented to any such settlement or resolution, neither the Seller Sellers’ Representative nor any Indemnifying Party shall not have any power or authority to object under Section 7.4 9.6 or any other provision of this Article VII ARTICLE 9 to the amount of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement or resolution but only to the extent that the amount of any such claim by or on behalf of any Indemnified Person is equal to or less than the amount consented to in any such settlement or resolution.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party If any claim which the Purchaser believes may result in by an Indemnified Buyer Entity relates to a claim against the Purchaser Indemnified Buyer Entity by a third party, the Seller may elect at any time to negotiate a settlement of such claim or on behalf to defend such claim at the Seller's own cost (subject to the last sentence of this Section 11.5.3(b)) and with its own counsel. The Seller's counsel must be satisfactory to the Indemnified Buyer Entity in its reasonable discretion. If, within 30 days after an Indemnified PersonBuyer Entity gives the Seller a Claim Notice relating to a third party claim, the Purchaser Seller (i) advises the Indemnified Buyer Entity in writing that the Seller will not defend or settle such claim, or (ii) fails to make such an election in writing, the Indemnified Buyer Entity may defend, settle, or pay the claim. Until the Seller makes an election under this Section 11.5.3(b), all of the Indemnified Buyer Entity's reasonable costs relating to such claim will be Damages to be indemnified by the Seller. Each party shall have give the right other party such assistance as may reasonably be requested to ensure the proper defense of such claim. If the Seller elects to defend such claim, the Indemnified Buyer Entity may at its own cost participate in such defense with the counsel of its choice. Such counsel must be satisfactory to the Seller in its sole discretion reasonable discretion. Notwithstanding the above, the Seller shall allow the Indemnified Buyer Entity to conduct assume part or all of such claim if the defense Indemnified Buyer Entity reasonably believes such assumption is necessary to assure that (i) it may enforce any Mortgage Loan or Servicing Rights, (ii) its method of and conducting its business is not materially impaired, (iii) its authority to Service or originate mortgage loans is not materially impaired, or (iv) its reputation, goodwill and/or financial condition are not materially impaired. Neither the Seller nor the Indemnified Buyer Entity is authorized to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to dispose of a claim made hereunder). The Seller shall have of more than $5,000 without the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Sellerother party's written consent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser becomes aware If Parent receives notice of a third-party claim which the Purchaser that Parent believes may result in a claim against the Purchaser Escrow Fund, Parent shall promptly notify the Securityholder Agent in writing of such claim (but the failure to promptly notify the Securityholder Agent shall not relieve the Company Stockholders and holders of assumed Company Options of their indemnification obligations hereunder except to the extent (and only to such extent) that the Securityholder Agent is materially prejudiced by or on behalf such failure to notify). The Securityholder Agent, as a representative for the Company Stockholders and holders of an Indemnified Personassumed Company Options, may, at his election, undertake control of the Purchaser shall have defense thereof with counsel of his choosing reasonably acceptable to Parent, in which case Parent may participate in such defense through its own counsel and at its own expense. If the right in its sole discretion Securityholder Agent elects to conduct undertake control of the defense of and to such claim, the Securityholder Agent shall not settle or resolve any such claim (and without the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the SellerParent, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the foregoing, conditioned the Securityholder Agent shall not be entitled to undertake the defense of a third party claim if (i) such claim involves Taxes, (ii) such claim demands injunctive or delayed and which shall other equitable relief, (iii) Parent reasonably determines that the claim is likely to exceed the then remaining amounts in the Escrow Fund, (iv) the Securityholder Agent or any Stockholder is also a party to such third-party claim or (v) Parent reasonably determines that it would be deemed inappropriate for a single counsel to have been given unless represent all parties under applicable standards of legal ethics; provided however that if the Seller shall have objected Securityholder Agent is prohibited from undertaking the defense of such claim, Parent will diligently pursue the defense of such claim. If the Securityholder Agent declines to undertake the defense of such claim within thirty fifteen (3015) days after a written request for notice of such consent by claim has been delivered to the PurchaserSecurityholder Agent or fails to diligently defend such claim at any time, no settlement or resolution Parent may, in its reasonable discretion, assume the defense of any such claim with any counsel of its choice, and the fees and expenses of such counsel shall constitute Losses for purposes of this Article VII. Parent shall advise the Securityholder Agent of material developments and otherwise keep the Securityholder Agent informed with respect to such third-party claimant claim; provided however, that Parent shall not be required to provide any confidential or non-public information. If the Securityholder Agent elects to undertake the defense of a third-party claim, the Securityholder Agent shall be entitled to recover its reasonable attorneys’ fees and expenses that relate to such third-party claim from the Escrow Fund immediately prior to the expiration of the Escrow Period out of amounts that would otherwise be distributed to the Company Stockholders and holders of assumed Company Options pursuant to Section 7.2(c); provided, however, that any and all Losses incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) that are recoverable against the Escrow Fund and any amounts necessary to satisfy unresolved claims pursuant to this Article VII shall be satisfied in full or reserved for before any attorneys’ fees and expenses of the Securityholder Agent may be paid from the Escrow Fund. If the Securityholder Agent declines to undertake the defense of a third-party claim or fails to diligently defend such claim at any time, Parent shall have the right in its reasonable discretion to settle any such claim; provided, however, that except with the consent of the Securityholder Agent, no settlement of any such claim with third-party claimants shall be determinative of the amount, validity or existence of or amount of Indemnifiable Damages relating to such matterany claim against the Escrow Fund. In If the event that the Seller Securityholder Agent has consented to any such settlement or resolutionsettlement, the Seller Securityholder Agent shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person Parent against the Escrow Fund with respect to and in the amount of such settlement settlement. Parent and the Securityholder Agent shall cooperate with each other in all reasonable respects in connection with the defense of any third-party claim, including making available records relating to such claim and furnishing employees of Parent or resolutionthe Surviving Corporation as may be reasonably necessary for the preparation of the defense of any such third-party claim or for testimony as witness in any Proceeding relating to such claim.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser for indemnification by or on behalf of an Indemnified Person, the Purchaser Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder). The Seller Shareholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its the Shareholders’ Agent’s expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerShareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Shareholders’ Agent shall have objected within thirty fifteen (3015) days after a written request for such consent by the PurchaserAcquiror, no settlement or resolution by Acquiror of any such claim with any third-party claimant that gives rise to a claim against the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Shareholders’ Agent has consented to any such settlement or resolution, neither the Seller Shareholders’ Agent nor any Effective Time Holder shall not have any power or authority to object under Section 7.4 8.55 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-party claim which the Purchaser Third- Party Claim that Parent in good faith believes may result in a claim against the Purchaser for Losses by or on behalf of an Indemnified PersonParty, the Purchaser Parent shall have the right in its sole discretion to determine and conduct the defense of and and, subject to the proviso hereto, to settle or otherwise resolve any such claim (Third-Party Claim, and the costs and expenses incurred by the Purchaser Parent or its Affiliates in connection with such defense, settlement enforcement, settlement, or resolution (including reasonable out-of-pocket attorneys’ fees, other professionals’ and experts’ fees fees, and court or arbitration costs) shall be included in the Indemnifiable Damages Losses for which the Purchaser may seek Parent shall be entitled to receive indemnification pursuant to a claim an Indemnification Claim made hereunder, and such costs and expenses shall constitute Losses subject to indemnification under Section 7.02 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from, or was in connection with a matter listed in Section 7.02; provided, however, that Indemnified Parties shall not agree to any settlement or resolution of any such Third- Party Claim without the prior written consent of the Shareholder Representative (which consent shall not be unreasonably withheld, conditioned, or delayed and which consent shall be deemed to have been given unless the Shareholder Representative shall have objected within thirty (30) days after a written request therefor by Parent). The Seller Shareholder Representative shall have the right to receive receive, and Parent shall reasonably promptly provide to the Shareholder Representative, copies of all pleadings, notices notices, and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Party, and Parent shall keep the Shareholder Representative reasonably apprised of the status of such Third- Party Claim and the defense thereof, and shall be entitled, consider in good faith recommendations made by the Shareholder Representative with respect thereto. The Shareholder Representative and its Affiliates may participate in any Third-Party Claim or any action related to such Third-Party Claim at its own cost and expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Shareholder Representative has consented to the amount of any settlement or resolution by Parent of any such Third-Party Claim, or if the Shareholder Representative shall have been determined by a court of competent jurisdiction to have unreasonably withheld, conditioned, or delayed its consent to the amount of any such settlement or resolution, neither the Seller Shareholder Representative nor any Shareholder shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII ARTICLE 7 to the amount of any claim Indemnification Claim by or on behalf of any Indemnified Person Party for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a claim by a third-party claim which the Purchaser (a “Third Party Claim”) that Acquiror in good faith believes may result in a claim against under Section 8.2, Acquiror shall notify the Purchaser by or on behalf Shareholder as promptly as practicable after becoming aware of such claim; provided, that, no delay in providing such notice shall affect an Indemnified PersonParty’s rights hereunder, unless and only to the Purchaser extent the Shareholder is actually and materially prejudiced thereby. Acquiror shall have the right in its sole discretion to determine and conduct the defense of and to settle or resolve any such claim (Third Party Claim and the costs and expenses incurred settlement, adjustment or compromise of such Third Party Claim; provided, that, the Shareholder shall have the right to participate in, but not to determine or conduct, such settlement or defense through counsel chosen by the Purchaser Shareholder, at its sole cost and expense with respect to any Third Party Claim where the amount in connection with controversy is in excess of Two Hundred and Fifty Thousand Dollars ($250,000) and only to the extent that Acquiror determines that such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included participation could not result in the Indemnifiable Damages for which loss of any attorney-client privilege or right under the Purchaser may seek indemnification pursuant to a claim made hereunder)work-product doctrine of Acquiror, Company or any Indemnified Party in respect of such claim. The Seller Shareholder shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim such Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledParty, at its expensesubject to execution by the Shareholder of Acquiror’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party extent that such materials contain confidential or proprietary information. Any costs and expenses of investigation or defense, including court costs and reasonable attorneys’ fees, incurred or suffered by the Indemnified Party in connection with any Third Party Claim alleging matters that would constitute the failure of a representation or a breach of warranty to be true and correct, or be the basis of a claim for any other matter specified in Section 8.2, whether or not it is ultimately determined that there was such a failure to be true and correct or basis for a claim, shall constitute Losses subject to indemnification under Section 8.2. However, except with the consent of the Seller, which consent This Section 8.6 shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented apply to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionThird Party Claim involving a Tax Authority.

Third Party Claims. In the event that the Purchaser becomes aware If Parent receives notice of a third-party claim which the Purchaser that Parent believes may result in a claim demand for monetary damages against the Purchaser Escrow Fund, Parent shall promptly notify the Securityholder Agent in writing of such claim (but the failure to promptly notify the Securityholder Agent shall not relieve the indemnifying party of its obligations hereunder except to the extent (and only to such extent) that the Securityholder Agent is materially prejudiced by or on behalf such failure to notify). The Securityholder Agent, as representative for the Company Stockholders, may, at his election and upon written notice to Parent, undertake control of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of such third-party claim with counsel of his choosing reasonably acceptable to Parent, in which case Parent may participate in such defense through its own counsel and to settle or resolve any at its own expense. Notwithstanding the foregoing, the Securityholder Agent may not undertake the defense of a third-party claim if (i) such claim involves Taxes, (and ii) such claim demands injunctive or other equitable relief, (iii) Parent reasonably determines that the costs and expenses incurred by claim is likely to exceed the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included then remaining amounts in the Indemnifiable Damages Escrow Fund, (iv) the Securityholder Agent or any Stockholder is also a party to such third-party claim or (v) Parent reasonably determines that it would be inappropriate for which a single counsel to represent all parties under applicable standards of legal ethics. If the Purchaser may seek indemnification pursuant Securityholder Agent declines to a undertake the defense of such claim made hereunder). The Seller by delivering written notice to Parent within fifteen (15) days after written notice of such claim has been delivered to the Securityholder Agent or fails to diligently defend such claim at any time, Parent shall have the right to receive copies undertake the defense of all pleadingssuch claim with counsel of its choosing and the fees and expenses of such counsel shall constitute Losses for purposes of this Article VII. If the Securityholder Agent elects to undertake the defense of a third-party claim, notices the Securityholder Agent shall be entitled to recover its reasonable attorneys fees and communications with respect expenses that relate to the such third-party claim from the Escrow Fund immediately prior to the extent expiration of the Escrow Period out of amounts that receipt of such documents does not affect would otherwise be distributed to the Company Stockholders pursuant to Section 7.2(c); provided, however, that any privilege relating and all Losses incurred by Parent, its officers, directors or affiliates (including the Surviving Corporation) that are recoverable against the Escrow Fund and any amounts necessary to any Indemnified Person and satisfy unresolved claims pursuant to this Article VII shall be entitled, at its expense, satisfied in full or reserved for before any attorneys fees and expenses of the Securityholder Agent may be paid from the Escrow Fund. If the Securityholder Agent elects to participate in, but not to determine or conduct, any undertake the defense of the a third-party claim or settlement negotiations claim, the Securityholder Agent shall advise Parent of material developments and otherwise keep Parent informed with respect to the such third-party claim. HoweverIf the Securityholder Agent has not undertaken the defense of a third-party claim, except then upon the Securityholder Agent’s request, Parent shall advise Securityholder Agent of material developments and otherwise keep Securityholder informed with respect to such third-party claim; provided however that Parent shall not be required to provide any confidential or non-public information. If the consent Securityholder Agent elects to undertake the defense of a third-party claim, the SellerSecurityholder Agent may not settle such third-party claim without Parent’s prior written consent, which consent shall not be unreasonably withheld. If the Securityholder Agent declines to undertake the defense of a third-party claim or fails to diligently defend such claim at any time, conditioned or delayed and which shall be deemed to have been given unless the Seller Parent shall have objected within thirty (30) days after a written request for the right in its reasonable discretion to settle any such claim; provided, however, that except with the consent by of the PurchaserSecurityholder Agent, no settlement or resolution of any such claim with any third-party claimant claimants shall be determinative of the amount, validity or existence of or amount of Indemnifiable Damages relating to such matterany claim against the Escrow Fund. In If the event that the Seller Securityholder Agent has consented to any such settlement or resolutionsettlement, the Seller Securityholder Agent shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person Parent against the Escrow Fund with respect to and in the amount of such settlement settlement. Parent and the Securityholder Agent shall cooperate with each other in all reasonable respects in connection with the defense of any third-party claim, including making available records relating to such claim and furnishing employees of Parent or resolutionthe Surviving Corporation as may be reasonably necessary for the preparation of the defense of any such third-party claim or for testimony as witness in any proceeding relating to such claim.

Third Party Claims. In the event that the If Purchaser becomes aware is sued or threatened to be sued by a third party, including without limitation any governmental entity, or if Purchaser is subjected to any audit or examination by any Tax authority, which may give rise to a claim of a Purchaser pursuant to this Article 11, Purchaser shall give Seller prompt written notice of such third-party claim which the (but in no event later than ten (10) Business Days after Purchaser believes may result in a claim against the Purchaser by or on behalf became aware of an Indemnified Person, the such claim). Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) ensure that Seller shall be included provided with all materials, information and assistance relevant in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect relation to the third-party claim, be given reasonable opportunity to comment or discuss with Purchaser any measures which Seller proposes to take or omit in connection with a third-party claim. However, except with No admission of liability shall be made by Purchaser and the consent of the Seller, which consent third-party claim shall not be unreasonably withheldcompromised, conditioned disposed of, or delayed and which settled without the prior written consent of Seller. Further, Seller shall be deemed entitled at its own discretion to have been given unless the take such action, or cause Purchaser to take such action as Seller shall have objected within thirty (30) days after a written request deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, or contest such third-party claim in the name and on behalf of Purchaser. Purchaser shall give, subject to it being paid all reasonable out-of-pocket costs and expenses, all such information and assistance, as described above, including access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents, records and electronically stored data, for such consent by the Purchaserpurpose of avoiding, no settlement disputing, denying, defending, resisting, appealing, compromising or resolution of contesting any such claim with any or liability as Seller or its professional advisers may reasonably request. To the extent that Seller is in breach of a guarantee, all out-of-pocket expenses reasonably incurred by Purchaser in defending such third-party claimant claim in accordance with instructions from Seller shall be determinative borne by Seller. If it turns out that Seller was not in breach, any out-of-pocket expenses reasonably incurred by Seller in connection with the defence shall be borne by Purchaser. In case of a breach of the existence aforesaid obligations, Purchaser shall only be entitled to claim damages based on the respective breach of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII guarantee (i) if and to the amount extent the damage suffered did not result from the Purchaser’s breach of the aforementioned obligations, and (ii) if and to the extent Seller or its Affiliates did not lose claims for indemnification against any claim by or on behalf third party as a result of any Indemnified Person with respect to such settlement or resolutionPurchaser’s breach of obligation.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a thirdclaim by a third party (a “Third-party claim which the Purchaser Party Claim”) that Acquirer in good faith believes may result in a claim against the Purchaser for Indemnifiable Damages by or on behalf of an Indemnified Person, the Purchaser Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by the Purchaser Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2). The Seller Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Stockholders’ Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the consent settlement, adjustment or compromise thereof). In the event that the Stockholders’ Agent has consented to the amount of the Seller, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Seller Stockholders’ Agent shall have objected within thirty (30) 20 days after a written request for such therefor by Acquirer), or if the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent by to the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, neither the Seller Stockholders’ Agent nor any Converting Holder shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In Except as otherwise provided in this Agreement, the event that following procedures shall be applicable with respect to recovery for claims made by third parties (“Third Party Claims”). Promptly after receipt by a Purchaser Party of notice of the commencement of any (a) Tax audit or proceeding for the assessment of Tax by any Taxation Authority or any other proceeding likely to result in the imposition of a Tax liability or obligation or (b) any action or the assertion of any Legal Proceeding, liability or obligation by a third party (whether by legal process or otherwise), against which Legal Proceeding, liability or obligation the Purchaser becomes aware is entitled to recover from Sellers under this Agreement, the Purchaser will (i) use commercially reasonable efforts to obtain insurance coverage under existing policies covering the Purchaser Party with respect to such Third Party Claim and (ii) promptly notify the Shareholders’ Representative in writing of the commencement or assertion thereof and give the Shareholders’ Representative a third-copy of such Third Party Claim, process and all legal pleadings; provided, however, that any failure by the Purchaser to so notify the Shareholders’ Representative shall not limit any of the Purchaser Parties’ rights to recover Damages under this Article 9 (except to the extent such failure actually prejudices the defence of such Third Party Claim). The Shareholders’ Representative shall be the sole party claim authorized, on behalf of the Sellers, to assume or participate in the defence of and negotiate and enter into settlements and compromises of claims made pursuant to this Section 9.6. The Shareholders’ Representative shall have the right, exercisable upon written notice within 10 Business Days after receipt of such notice, to assume the defence of such action with counsel of reputable standing unless in such action injunctive or equitable remedies have been sought therein in respect of the Purchaser Party(ies), the Purchaser or the Company or such action involves Intellectual Property (in which event Purchaser and Parent shall have the sole right to defend such claim). The Shareholders’ Representative and the Purchaser Party(ies) shall reasonably cooperate in the defence of such claims. If the Shareholders’ Representative shall assume or participate in the defence of such audit, assessment or other proceeding as provided herein, the Purchaser Party(ies) shall make available to the Shareholders’ Representative all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the Purchaser Party(ies) shall be required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the Purchaser believes may result in a claim against the Purchaser by or on behalf Party(ies) are entitled to recover from Sellers under this Agreement, such amount, net of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim insurance proceeds actually recovered (and the costs and expenses less any amounts reasonably incurred by the Purchaser Parties in connection with order to secure such defenserecoveries, settlement or resolution (including reasonable attorneys’ feesany applicable insurance deductibles), other professionals’ and experts’ fees and court or arbitration costs) shall be included offset against the outstanding balance under the Seller Promissory Notes or any Contingent Consideration payable, as applicable. No Seller, in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies defence of all pleadingsany such Third Party Claim, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howevershall, except with the written consent of the Seller, Purchaser Party(ies) (which consent shall not be unreasonably withheldwithheld or delayed), conditioned consent to entry of any judgment or delayed and enter into any settlement which shall be deemed to have been given unless does not include as an unconditional term thereof the Seller shall have objected within thirty (30) days after a written request for such consent giving by the Purchaser, no settlement claimant or resolution plaintiff to such Purchaser Party(ies) of any a release from all liability with respect to such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterlitigation. In the event that the Seller has consented Shareholders’ Representative does not assume the defence of any matter for which it is entitled to assume such defence as provided above, the Purchaser Party(ies) shall have the full right to defend against any such settlement claim or resolutiondemand, and shall be entitled to in good xxxxx xxxxxx or agree to pay in full such claim or demand, in its sole discretion; provided, that the Seller shall not have any power Purchaser Party(ies) may, at its or authority to object under Section 7.4 or any other provision their option, seek the consent of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect Shareholders’ EXECUTION COPY Representative to such settlement or resolutionpayment (which consent shall not be unreasonably withheld or delayed), and, if such consent is given, such settlement shall be finally determined to have been made by the Purchaser Party(ies) in good faith. With respect to any matter as to which the Shareholders’ Representative is not entitled to assume the defence pursuant to this Section 9.6, the Purchaser Party(ies) shall not enter into any settlement for which a claim for recovery of Damages will be made hereunder without the written consent of the Shareholders’ Representative (which consent shall not be unreasonably withheld or delayed). If the Shareholders’ Representative shall have assumed the defence of an action pursuant to this Section 9.6, a Purchaser Party shall have the right to participate in the defence of such action with its own counsel, but the fees and expenses of such counsel shall be at the expense of the Purchaser Party unless (a) the employment of such counsel shall have been authorized in writing by the Shareholders’ Representative in connection with the defence of such action or claim, (b) the Shareholders’ Representative shall not have employed counsel in the defence of such action or claim, or (c) such Purchaser Party shall have reasonably concluded on the advice of its counsel that there may be defences available to it which are contrary to, or inconsistent with, those available to the Sellers, thus preventing the Sellers’ counsel from adequately representing the Sellers and the Purchaser Party, in any of which events such fees and expenses of not more than one additional counsel for the Purchaser Party(ies) shall be borne by the Sellers.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a third-party claim which the Purchaser that Xxxxxxxx believes may result in a claim against the Purchaser for indemnification pursuant to this Article VIII by or on behalf of an Indemnified PersonPerson (a “Third Party Claim”), the Purchaser Acquirer shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve resolve, any such claim, including paying and/or agreeing to pay, in settlement or resolution of such claim, any amounts to the third party making such claim (and the such amounts, collectively, a “Settlement Payment”). The costs and expenses incurred by the Purchaser Acquirer in connection with such any investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees and court or arbitration costs) (collectively, “Defense Costs,” which, for the avoidance of doubt, do not include a Settlement Payment itself), shall be included in the constitute Indemnifiable Damages for which the Purchaser may seek Indemnified Persons shall be indemnified to the extent an indemnification pursuant claim therefor is made under this Article VIII, whether or not it is ultimately determined that such third-party claim is itself indemnifiable under Section 8.2, and neither the Stockholders’ Agent nor any Indemnifying Party shall have any power or authority to a claim made hereunder)object to recovery by or on behalf of any Indemnified Person (against the Holdback Fund or otherwise) for any Indemnifiable Damages claimed with respect to such Defense Costs. The Seller Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the such third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, subject to participate in, but not execution by the Stockholders’ Agent of Acquirer’s standard non-disclosure agreement to determine the extent that such materials contain confidential or conduct, proprietary information. In the event that Acquirer determines to settle or resolve any defense of the such third-party claim or settlement negotiations with respect to the third-party claim. Howeverand make a Settlement Payment in connection therewith, except with Acquirer shall seek the consent of the SellerStockholders’ Agent to such Settlement Payment. If the Stockholders’ Agent (i) has consented to such Settlement Payment or (ii) unreasonably withholds, which conditions or delays giving such consent shall not be unreasonably withheld, conditioned or delayed and which to such Settlement Payment (provided that such consent shall be deemed to have been given unless the Seller Stockholders’ Agent shall have objected within thirty (30) 15 days after a written request for such consent by the PurchaserAcquirer), no settlement or resolution of any such claim with any third-party claimant shall be determinative of then the existence of or and amount of Indemnifiable Damages relating with respect to such matter. In Settlement Payment shall be determinative and binding upon the event that Indemnifying Parties and neither the Seller has consented to Stockholders’ Agent nor any such settlement or resolution, the Seller Indemnifying Party shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim recovery by or on behalf of any Indemnified Person (against the Holdback Fund or otherwise) for any Indemnifiable Damages claimed with respect to such settlement Settlement Payment. If the Stockholders’ Agent has not consented to such Settlement Payment and such consent was not either (i) unreasonably withheld, conditioned or resolutiondelayed or (ii) deemed given for failure to object within 15 days after a written request therefor, then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determined in the manner applicable to indemnification claims made pursuant to this Article VIII. If Acquirer does not elect to conduct the defense of a Third Party Claim, then Acquirer shall timely provide the Stockholders’ Agent the right to defend such claim in a manner acceptable to Acquirer at the sole expense of the Stockholders’ Agent.

Third Party Claims. In the event that the Purchaser If Parent becomes aware of a third-third party claim (a “Third Party Claim”) which the Purchaser Parent reasonably believes may result in a claim against for indemnification by a Parent Indemnified Party pursuant to this Article IX (except for claims with respect to indemnification pursuant to Section 9.2(a)(xii), which shall be governed by Section 8.2), Parent shall notify the Purchaser by or Securityholder Representative promptly of such claim, and the Securityholder Representative shall be entitled on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledCompany Securityholders, at its their expense, to participate in, but not to determine or conduct, any the defense of such Third Party Claim. If there is a Third Party Claim that, if adversely determined, would give rise to a right of recovery for Losses under the third-party claim Agreement, then any amounts incurred by the Parent Indemnified Parties in defense or settlement negotiations of such Third Party Claim, regardless of the outcome of such claim, shall be deemed Losses under the Agreement. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and the Securityholder Representative and the Company Securityholders shall not have a right of approval or consent with respect to the third-party claim. Howeverany such Third Party Claim; provided, that except with the consent of the Seller, which Securityholder Representative (such consent shall not to be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaserdelayed), no settlement or resolution of any such claim Third Party Claim with any third-third party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In If the event that the Seller Securityholder Representative has consented to any such settlement or resolutionsettlement, the Seller Company Securityholders and the Indemnifying Holders shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII IX to the amount of any claim by such settlement, adjustment or compromise constituting a Payable Claim. If the Securityholder Representative (on behalf of any Company Indemnified Person Party) becomes aware of a third party claim (a “Company Third Party Claim”) which such the Securityholder Representative reasonably believes may result in a claim for indemnification by any Company Indemnified Party pursuant to this Article IX, the Securityholder Representative shall notify Parent promptly of such claim, and the Securityholder Representative shall be entitled on behalf of the Company Indemnified Parties, at their expense, to participate in, but not to determine or conduct, the defense of such Company Third Party Claim. Parent shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and the Securityholder Representative and the Company Securityholders shall not have a right of approval or consent with respect to any such Company Third Party Claim; provided, that except with the consent of the Securityholder Representative (such consent not to be unreasonably withheld, conditioned or delayed), no settlement of any such Company Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter. If the Securityholder Representative has consented to any such settlement, the Company Indemnified Parties shall have no power or resolutionauthority to object under any provision of this Article IX to the amount of such settlement, adjustment or compromise constituting such claim.

Third Party Claims. In Should any Third-Party Claim be made against the event that the Purchaser becomes aware of a third-party claim Stockholder with respect to any matter to which the Purchaser believes may result indemnity set forth in a claim against Section 10(a) relates, then the Purchaser by or on behalf Stockholder shall promptly give Buyer written notice of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Buyer shall have the right to receive copies of all pleadings, notices and communications with respect to the thirddefend or settle any such Third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledParty Claim, at its sole expense, on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to participate in, but not to determine or conduct, any the Stockholder. The Stockholder agrees that Xxxxxxxxx Xxxxxxxxxx & Xxxx LLP is satisfactory. In such defense of the third-party claim or settlement negotiations of any claim, the Stockholder shall cooperate with respect and assist Buyer to the third-party claim. Howevermaximum extent reasonably possible and may participate therein with its own counsel at its own expense, except with and the Stockholder’s written consent of the Sellershall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheldwithheld or delayed. Failure by the Stockholder to give notice within a reasonable period of time shall not constitute a defense, conditioned in whole or delayed in part, to any claim for indemnification by the Stockholder, except only to the extent that such failure by the Stockholder shall result in a material prejudice to Buyer. If Buyer does not notify the Stockholder within 10 days after receipt of the Stockholder’s written notice of a Third-Party Claim that Buyer intends to undertake the defense thereof, and which shall be deemed that such claim is subject to have been given unless the Seller indemnity set forth in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in a prudent manner, then the Stockholder shall have objected within thirty (30) days after a written request the right to contest, settle or compromise the claim and Buyer shall indemnify the Stockholder for such consent the full amount of all Losses paid or suffered by the PurchaserStockholder in respect thereof. Notwithstanding the foregoing, no settlement so long as Buyer is contesting any such Third Party Claim in good faith, the Stockholder shall not have the right to pay or resolution of settle any such claim with any third-party claimant shall be determinative without the prior written consent of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionBuyer.

Third Party Claims. In the event that the (a) If Purchaser becomes aware receives written notice of a third-party claim which the Purchaser believes may would reasonably be expected to result in a Loss, Purchaser will notify Seller of such third-party claim against with reasonable promptness and in any case no later than twenty (20) Business Days (ten (10) Business Days with regard to Tax matters) after Purchaser or the Purchaser by Company becomes aware of the occurrence of the event or on behalf of an Indemnified Personcircumstances giving rise to the claim, or within a shorter period if the Purchaser shall have the right circumstances so demands (in its sole discretion particular with regard to conduct the defense of and to settle Tax matters or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunderif urgent action is required). The Seller This notification shall have include a full and complete copy of any document received from the right third-party and any other supporting material relevant to receive copies the assessment of all pleadings, notices and communications with respect to the third-party claim in the possession of Purchaser that can readily be provided. Purchaser shall provide Seller the opportunity to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, take part at its expense, to participate own cost in, but not to determine direct or conduct, any defense of such claim Seller may request that counsel of its choice be involved at its expense in the third-party claim or settlement negotiations with respect proceeding alongside counsel to the third-party claimCompany and/or Purchaser. Seller and its counsel will have access to any documentation and information required in connection with the proceeding, provided that they shall keep confidential any such documentation and information and subject to any privilege of Purchaser, the Company or its Subsidiaries in respect thereto. However, except with no settlement of any kind shall be agreed upon without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the . If Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented consents to any such settlement or resolutionsettlement, the Seller shall will not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement settlement. Notwithstanding any other provision of this Agreement, all reasonable costs and expenses of defense and investigation, including court costs and reasonable attorneys’ fees incurred or resolutionsuffered by the Indemnified Persons in connection with the defense of any such third-party claim, will constitute Losses subject to indemnification under Section 7.1.

Third Party Claims. In Promptly after the event that assertion by any third party of any claim against any Indemnified Person (a “Third-Party Claim”) that, in the Purchaser becomes aware judgment of a third-party claim which the Purchaser believes such Indemnified Person, may result in the incurrence by such Indemnified Person of Damages for which such Indemnified Person would be entitled to indemnification pursuant to this Agreement, such Indemnified Person shall deliver to the indemnifying party a claim against written notice describing in reasonable detail such Third-Party Claim; provided, however, that no delay on the Purchaser by part of the Indemnified Person in notifying the indemnifying party shall relieve the indemnifying party of any liability or on behalf of an Indemnified Personobligations hereunder, except to the Purchaser extent that said notice is given after the Survival Date or the indemnifying party has been prejudiced thereby, and then only to such extent. The indemnifying party shall have the right right, but not the obligation, exercisable in its sole discretion by written notice to conduct the Indemnified Person within thirty (30) days of receipt of notice from the Indemnified Person of the commencement of or assertion of any Third-Party Claim, to assume the defense and control the settlement of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)Third-Party Claim. The Seller Indemnified Person shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does participate in (but not affect any privilege relating to any Indemnified Person and shall be entitledcontrol), at its own expense, the defense and settlement of any Third-Party Claim. If the indemnifying party does not elect to participate inundertake and conduct the defense of a Third-Party Claim, but the Indemnified Person shall undertake the defense of such Third-Party Claim. In the event the indemnifying party has assumed the defense of any Third-Party Claim, the indemnifying party shall not consent to determine a settlement of, or conductthe entry of any judgment arising from, any defense of such Third-Party Claim without the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the Indemnified Person’s prior written consent of the Seller, (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given delayed), unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolutionjudgment relates solely to monetary damages and provides for a complete release of the Indemnified Person, in which case, no such consent shall be required. The Indemnified Person shall have the Seller shall not have any power right to settle, or authority to object under Section 7.4 or any other provision of this Article VII consent to the amount entry of any claim by or on behalf of judgment arising from, any Indemnified Person with respect to Third-Party Claim for which the indemnifying party has not assumed the defense, but such settlement or resolutionconsent shall not be binding on the indemnifying party if such settlement or consent was without such indemnifying party’s consent (such consent not to be unreasonably withheld, conditioned, or delayed). Whether or not the indemnifying party elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. In If any third party shall notify any Buyer Indemnified Person of any matter which may give rise to a claim for indemnification against the event Shareholder under this Article 7, then such Buyer Indemnified Person shall notify the Shareholder thereof promptly in writing; provided, however, that no delay on the part of such Buyer Indemnified Person in notifying the Shareholder shall relieve the Shareholder from any liability or obligation hereunder unless (and then solely to the extent that) the Shareholder is damaged thereby. If the Shareholder notifies such Buyer Indemnified Person within 15 days after such Buyer Indemnified Person has given notice of the matter that the Purchaser becomes aware of a third-party claim which Shareholder is assuming the Purchaser believes may result in a claim defense thereof, (a) the Shareholder will defend such Buyer Indemnified Person against the Purchaser by or on behalf matter with counsel of an its choice reasonably satisfactory to such Buyer Indemnified Person, the Purchaser shall have the right (b) such Buyer Indemnified Person will cooperate in its sole discretion to conduct the defense of such matter and to settle or resolve any such claim may retain separate co-counsel at its sole cost and expense (and except that the costs Shareholder will be responsible for the fees and expenses incurred by of the Purchaser in connection with separate co-counsel to the extent that such defenseBuyer Indemnified Person concludes reasonably that the counsel the Shareholder has selected has a conflict of interest), (c) such Buyer Indemnified Person will not consent to the entry of any judgment or enter into any settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim matter without the prior written consent of the Shareholder (not to be withheld unreasonably), and (d) the Shareholder will not consent to the extent that receipt entry of such documents does not affect any privilege relating to judgment or enter into any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with matter without the prior written consent of such Buyer Indemnified Person (not to be withheld unreasonably); provided, however, that if the SellerShareholder receives a bona fide offer of settlement providing for a general release of such Buyer Indemnified Person from all liability with respect to the matter solely in exchange for cash, which and such Buyer Indemnified Person does not consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating matter pursuant to such matter. In the event that the Seller has consented to any offer, then such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Buyer Indemnified Person shall assume sole defense of such matter and the indemnity obligation of the Shareholder with respect to such matter shall be limited to the amount set forth in the settlement offer. If the Shareholder does not notify such Buyer Indemnified Person within 15 days after such Buyer Indemnified Person has given notice of the matter that the Shareholder is assuming the defense thereof, however, such Buyer Indemnified Person may defend against, or resolutionenter into any settlement with respect to, the matter in any manner it may reasonably deem appropriate.

Third Party Claims. In the Buyer agrees to give Sellers' Representative prompt written notice of any claim, assertion, event that the Purchaser becomes aware or proceeding by or in respect of a thirdthird party of which it has Knowledge concerning any liability or damage as to which it may request indemnification hereunder. Sellers shall have the right to direct, through counsel of their own choosing, the defense or settlement of any such claim or proceeding; Buyer may participate in such defense, but in such case the expenses of Buyer shall be paid by Buyer. Buyer shall provide Sellers with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with and aid at Sellers' request Sellers in the defense or settlement thereof, and Sellers shall reimburse Buyer for all its reasonable out-party of-pocket expenses in connection therewith. If Sellers elect to direct the defense of any such claim or proceeding, Buyer shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Sellers' Representative consents in writing to such payment or unless Sellers, subject to the last sentence of this subsection (b), withdraw from the defense of such asserted liability or unless a final judgment from which the Purchaser believes no appeal may result in a claim against the Purchaser be taken by or on behalf of an Indemnified PersonSellers is entered against Buyer for such liability. If Sellers shall fail to defend, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve if, after commencing or undertaking any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement fail to prosecute or resolution (including reasonable attorneys’ feeswithdraw from such defense, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Buyer shall have the right to receive copies of all pleadings, notices and communications with respect to undertake the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitleddefense or settlement thereof, at its Sellers' expense, to participate in, but not to determine or conduct, any . If Buyer assumes the defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim or proceeding pursuant to this subsection (b) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego appeal with any third-party claimant respect thereto, then Buyer shall be determinative of give Sellers prompt written notice thereof, and Sellers shall have the existence of or amount of Indemnifiable Damages relating right to such matter. In participate in the event that the Seller has consented to any such settlement or resolution, assume or reassume the Seller shall not have any power defense of such claim or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionproceeding.

Third Party Claims. In the event that Parent or the Purchaser becomes aware Surviving Corporation receives written notice of a third-party claim which the Purchaser believes (a "Third Party Claim") that Parent reasonably expects may result in a claim demand against the Purchaser by or on behalf of an Indemnified PersonEscrow Fund, Parent shall provide the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection Shareholder Agent with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)reasonably prompt written notice thereof. The Seller Shareholder Agent, as representative for the shareholders of the Company, shall have the right to receive copies participate in or, by giving written notice to Parent, to assume the defense of all pleadingsany Third Party Claim at the expense of the Escrow Fund and by counsel selected by the Shareholder Agent (which counsel must be reasonably satisfactory to Parent), notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Parent will cooperate in good faith (and shall be entitled, at its expense, permitted to participate inat Parent's expense) in such defense; provided, but however, that the Shareholder Agent shall not be entitled to determine or conduct, any assume control of the defense of any Third Party Claim that (i) could reasonably be expected to have any material impact on the third-party claim ongoing operations or settlement negotiations with respect goodwill of the Surviving Corporation or Parent or (ii) could reasonably be expected to result in Losses in excess of the third-party claimEscrow Fund. However, except with Parent shall not settle any Third Party Claim without the consent of the SellerShareholder Agent, which consent shall will not be unreasonably conditioned, delayed, or withheld. The Shareholder Agent shall not settle any Third Party Claim without the consent of Parent, conditioned which consent will not be unreasonably conditioned, delayed, or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterwithheld. In the event that the Seller Shareholder Agent has consented to any such settlement or resolutionsettlement, the Seller Shareholder Agent shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII IX to the amount of any claim by or on behalf of any Indemnified Person Parent against the Escrow Fund with respect to the amount of Losses incurred by Parent in such settlement or resolutionas consented to by the Shareholder Agent.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a third-party claim which the Purchaser believes that Acquxxxx xxxieves may result in a claim against the Purchaser for indemnification pursuant to this Article VIII by or on behalf of an Indemnified Person, the Purchaser Acquirer shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve resolve, any such claim, including paying and/or agreeing to pay, in settlement or resolution of such claim, any amounts to the third party making such claim (and the such amounts, collectively, a “Settlement Payment”). The reasonable out-of-pocket costs and expenses incurred by the Purchaser Acquirer in connection with such any investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) (collectively, “Defense Costs,” which, for the avoidance of doubt, do not include a Settlement Payment itself), shall be included in the constitute Indemnifiable Damages for which the Purchaser may seek Indemnified Persons shall be indemnified to the extent an indemnification pursuant to a claim therefor is made hereunder)under this Article VIII, provided that the (i) Acquirer and Holders’ Agent agree in writing that such Defense Costs constitute Indemnifiable Damages or (ii) it is ultimately determined that such third-party claim is itself indemnifiable under Section 8.2. The Seller Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the such third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, subject to participate in, but not execution by the Holders’ Agent of Acquirer’s standard non-disclosure agreement to determine the extent that such materials contain confidential or conduct, proprietary information. In the event that Acquirer determines to settle or resolve any defense of the such third-party claim or settlement negotiations with respect to the third-party claim. Howeverand make a Settlement Payment in connection therewith, except with Acquirer shall seek the consent of the SellerHolders’ Agent to such Settlement Payment. If the Holders’ Agent (i) has consented to such Settlement Payment or (ii) unreasonably withholds, which conditions or delays giving such consent shall not be unreasonably withheld, conditioned or delayed and which to such Settlement Payment (provided that such consent shall be deemed to have been given unless the Seller Holders’ Agent shall have objected within thirty (30) 25 days after a written request for such consent by the PurchaserAcquirer), no settlement or resolution of any such claim with any third-party claimant shall be determinative of then the existence of or and amount of Indemnifiable Damages relating with respect to such matter. In Settlement Payment shall be determinative and binding upon the event that Converting Holders and neither the Seller has consented to Holders’ Agent nor any such settlement or resolution, the Seller Converting Holder shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim recovery by or on behalf of any Indemnified Person (against the Holdback Fund or otherwise) for any Indemnifiable Damages claimed with respect to such settlement Settlement Payment. If the Holders’ Agent has not consented to such Settlement Payment and such consent was not either (i) unreasonably withheld, conditioned or resolutiondelayed or (ii) deemed given for failure to object within 15 days after a written request therefor, then the existence and amount of Indemnifiable Damages with respect to such Settlement Payment shall be determined in the manner applicable to indemnification claims made pursuant to this Article VIII.

Third Party Claims. In the event that the Purchaser If any Indemnitee becomes aware of a third-third party claim which the Purchaser believes that Parent believes, in good faith, may result in a an Indemnification Claim, such Indemnitee shall notify the Stockholder Representative of such claim against promptly after receiving notice thereof, describing the Purchaser by or on behalf claim in reasonable detail, the amount thereof (if known and quantifiable) and the basis thereof in reasonable detail. Failure to notify the Stockholder Representative of an Indemnified Person, Indemnification Claim in a timely manner as specified in the Purchaser preceding sentence shall have not be deemed a waiver of the Indemnitee’s right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser indemnification hereunder for Losses in connection with such defenseclaim, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) but the amount of reimbursement to which the Indemnitee is entitled shall be included in reduced by the Indemnifiable Damages for amount, if any, by which the Purchaser may seek indemnification pursuant to a claim made hereunder)Indemnitee’s Losses would have been reduced had such notice been timely delivered. The Seller shall have Stockholder Representative, as representative for the right to receive copies of all pleadingsEscrowed Stockholders, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, entitled to participate inin any such defense. Subject to Section 10.5(b) hereof and the terms and conditions of the Escrow Agreement, the reasonable costs of the defense of any third party action or claim incurred by the Stockholder Representative shall be paid from the General Escrow Amount. Notwithstanding the immediately preceding sentence, Parent shall conduct such defense in a commercially reasonable manner, but shall not to determine or conduct, settle any defense of the third-party such claim or settlement negotiations with respect to the third-party claim. However, except with without the consent of the SellerStockholder Representative, which such consent shall not to be unreasonably withheld; provided, conditioned or delayed and which shall be deemed to have been given unless however, that if the Seller shall have objected within thirty (30) days after a written request for consent of the Stockholder Representative is so obtained, such consent by the Purchaser, no settlement or resolution of that portion of any such claim with any third-party claimant shall alone be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that claim against the Seller General Escrow Amount and neither the Stockholder Representative nor any Person who has consented to any such settlement or resolution, a beneficial interest in the Seller General Escrow Amount shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII X or the Escrow Agreement to the amount of any claim demand by or on behalf of any Indemnified Person Parent against the General Escrow Amount with respect to such settlement or resolutionsettlement.

Third Party Claims. In Whenever Buyer shall learn after the event date hereof of a claim that, if allowed (whether voluntarily or by judicial or quasi-judicial tribunal or agency), would constitute a breach of, or give rise to an obligation of indemnification under, any one or more of the warranties, representations, covenants or agreements of the Company or any of the Shareholders as set forth in the Stock Purchase Agreement, before paying the same or agreeing thereto, Buyer shall promptly notify the Shareholders' Representative identified on the signature page hereof (the "Shareholders' Representative") in writing of all such material facts within Buyer's knowledge with respect to such claim and the amount thereof. If, prior to the expiration of ten (10) business days from the receipt of such notice, the Shareholders' Representative shall request, in writing, that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result Shareholders' wish to participate in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of such claim, the Shareholders' shall be permitted to so participate through one counsel of its choosing and at their sole expense, provided that, Buyer under all circumstances shall retain full control of the defense of such claim. Counsel for Buyer shall be instructed to periodically report in writing to the Shareholder Representative the status of such defense. The Shareholders shall cooperate with Buyer in such defense and make available to Buyer all such records, materials and other information in their possession or under their reasonable control relating thereto as is reasonably required by Buyer. Buyer shall not pay, settle or resolve compromise any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-third party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with without the consent of the SellerShareholder Representative, which consent shall not be unreasonably withheld; provided that, conditioned Buyer shall not be required to refrain from paying any claim which has matured by a court judgment or delayed decree, unless an appeal is duly taken therefrom and which execution thereof has been stayed, nor shall Buyer be required to refrain from paying any claim where the delay in paying or settling such claim, in the reasonable judgment of Buyer, would result in the foreclosure of a lien upon any of the property or assets then held by Buyer or any of its subsidiaries (including the Company) or where any delay in payment would cause Buyer or any of its subsidiaries a material economic loss; provided further that, Buyer shall not be required to notify the Shareholders' Representative prior to paying, settling or compromising any claim of less than $5,000. The failure to provide notice as provided in this paragraph shall not excuse the Shareholders from their continuing obligations hereunder; however, the claim shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent reduced by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII damages to the amount of any claim by Shareholders resulting from Buyer's delay or on behalf of any Indemnified Person with respect failure to such settlement or resolutionprovide notice as provided in this paragraph.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the The Purchaser shall have as soon as reasonably practicable give notice to the right Seller of any claim, suit, action or proceeding brought by a third party in its sole discretion to conduct the defense respect of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to indemnity under this Agreement (a claim made hereunder“Third-party Claim”). The Seller may opt to (i) satisfy the Seller’s indemnity obligation in respect of the Third-party Claim, if any, or (ii) deliver to the Purchaser as soon as reasonably practical a written notice of disagreement with the indemnity obligation, specifying in reasonable detail, based upon information then available, the nature and extent of the disagreement. Unless the Purchaser is of the reasonable opinion that for legitimate business interests of the Purchaser or the Acquired Company a control of the defense by the Seller is inappropriate, the Seller may upon delivery of the notice of disagreement assume the defense against the Third-party Claim. An assumption of the defense by the Seller shall have not be interpreted to acknowledge the right Seller’s obligation to receive copies indemnify the Purchaser in respect of the Third-party Claim. When defending the Third-party Claim the Seller shall (a) keep the Purchaser at all pleadingstimes informed about the status of defense measures, notices and communications (b) comply with any reasonable request of the Purchaser with respect to the thirddefense. The Purchaser shall be allowed a reasonable opportunity to participate in the defense with its own counsel and at its own expense. The Seller shall be authorized to consent to a settlement of, or the entry of any Judgment arising from, the Third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledClaim, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except only with the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Purchaser. The Seller shall have objected within thirty (30) days after pay all costs and expenses incurred in conjunction with a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any thirdThird-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event Claim, including all court fees, lawyer fees, and fees for experts and consultants, provided that the Seller has consented is under an obligation to any such settlement or resolution, indemnify the Seller shall not have any power or authority to object under Section 7.4 or any other provision Purchaser in respect of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionThird-party Claim.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a thirdclaim by a Third Party (a “Third-party claim which the Purchaser Party Claim”) that Parent in good faith believes may result in a claim against the Purchaser for Damages by or on behalf of an Indemnified Person, the Purchaser Parent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by the Purchaser Parent in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may Parent shall be entitled to seek indemnification pursuant to a claim made hereunder). The Seller Sellers shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Sellers of Parent’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch Third Party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Parent shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Parent in its sole discretion, the Sellers and their Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the consent settlement, adjustment or compromise thereof). In the event that the Sellers have consented to the amount of the Seller, any settlement or resolution by Parent of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Seller Sellers shall have objected within thirty twenty (3020) days after a written request for such therefor by Parent), or if the Sellers shall have been determined to have unreasonably withheld, conditioned or delayed its consent by to the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller Sellers and Indemnifying Party (a) shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII IX to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution, (b) shall be deemed to have approved the related Claim Certificate and (iii) shall instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to the applicable Damages with respect to such Third-Party Claim.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim which the Purchaser in good faith believes may result in a claim an Indemnification Claim against the Purchaser Escrow Fund by or on behalf of an Purchaser Indemnified PersonParty, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ ' fees, other professionals’ ' and experts’ ' fees and court or arbitration costs) shall be included in the Indemnifiable Damages constitute Losses for which the Purchaser may seek indemnification pursuant to a claim an Indemnification Claim made hereunder). The Seller Stockholder Representative shall have the right right, upon request, to periodically receive copies of all material pleadings, material notices and material communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Purchaser Indemnified Person Party and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, Stockholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Stockholder Representative shall have objected within thirty fifteen (3015) days after a written request for such consent by the Purchaser), no settlement or resolution by the Purchaser of any such claim with any third-party claimant that gives rise to an Indemnification Claim against the Escrow Fund by or on behalf of a Purchaser Indemnified Party shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller Stockholder Representative has consented to any such settlement or resolution, neither the Seller Stockholder Representative nor any Series G Holder shall not have any power or authority to object under Section 7.4 9.2 or any other provision of this Article VII 9 to the amount of any claim Indemnification Claim by or on behalf of any Purchaser Indemnified Person Party against the Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser becomes aware of an Indemnified Party is served with a thirdcomplaint, counterclaim or cross-party claim in litigation (a “Third-Party Claim”) which the Purchaser believes Indemnified Party expects may result in a claim for indemnification under this Article 7 or a demand against the Purchaser by or on behalf of an Indemnified PersonEscrow Fund, the Indemnified Party shall notify the Indemnifying Party of such Third-Party Claim, and the Indemnifying Party shall be entitled, at its own and sole expense, to participate in any defense of such Third-Party Claim. Purchaser shall have the right in its sole and absolute discretion to conduct control the defense of any Third-Party Claim against Purchaser and Purchaser shall thereafter from time to settle time promptly provide to Seller copies of all pleadings filed and all Orders issued in such Action or resolve any Proceeding relating to such claim (Third-Party Claim, and shall consult in good faith with Seller at reasonable periodic intervals on matters regarding the costs and expenses incurred by the defense of such Third-Party Claim. Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies settle, adjust or compromise any such Third-Party Claim; provided, however, that (i) the amount of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and settlement shall only be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except indemnifiable if made with the consent of the SellerIndemnifying Party or, which if made without the consent of the Indemnifying Party, the amount of the settlement was not unreasonably high, does not result in the Indemnifying Party incurring any obligations other than its indemnification obligations hereunder or the settlement was not agreed to in bad faith and without any reasonable basis, (ii) the amount of any settlement shall not be unreasonably withhelddeterminative of the amount of Losses (if any) that are subject to indemnification pursuant to this Article 7 and (iii) in no event shall Purchaser settle any claim related to the matter set forth in Item 5 of Part II of Schedule 7.2(b)(iv) without the consent of Seller. If a Third-Party Claim in a pending Action or Proceeding against an Indemnified Party would reasonably be expected to result in a claim for indemnification under this Article 7, conditioned or delayed and which shall be deemed to have been given unless then, at the Seller shall have objected Indemnifying Party’s written request within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution receipt of any such claim with any third-party claimant shall be determinative notice of the existence institution or pendency of such Action or amount Proceeding, (A) the Indemnifying Party shall thereafter from time to time promptly provide to the Indemnified Party copies of Indemnifiable Damages all pleadings filed and all Orders issued in such Action or Proceeding relating to such matter. In Third-Party Claim and shall thereafter consult in good faith with the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII Indemnifying Party at reasonable periodic intervals on matters relating to the amount defense of any claim such Third-Party Claim, and (B) the Indemnifying Party may, with legal counsel reasonably satisfactory to the Indemnified Party, assume control of the defense of such Third-Party Claim if, and only if, (w) the Third-Party Claim is asserted by a Person other than a Governmental or on behalf Regulatory Authority, is solely for actual monetary damages (and not for punitive, exemplary or similar damages, treble damages or other damages in excess of any Indemnified Person actual damages), does not seek a declaratory judgment, injunctive or other equitable relief, or specific performance, and the total monetary damages that may be awarded with respect to such Third-Party Claim do not exceed the lesser of five million dollars ($5,000,000) or the amount then remaining in the Escrow Fund after deducting therefrom the amount of all outstanding unpaid and/or unresolved claims for indemnification, (x) the Person asserting the Third-Party Claim is not a customer, supplier or strategic partner of Purchaser or any of its Subsidiaries and is not party to a material business relationship with the Indemnifying Party that may create a material risk of a conflict between the interests of the Indemnified Party and the Indemnifying Party with respect to the defense of the Third-Party Claim, (y) the Third-Party Claim does not involve a criminal, quasi-criminal or regulatory matter, and (z) no later than twenty (20) days after notice by the Indemnified Party to the Indemnifying Party of the assertion of such Third-Party Claim, the Indemnifying Party shall have notified the Indemnified Party in writing of its election to assume such defense and shall have acknowledged unconditionally that such Third-Party Claim is subject to indemnification by the Indemnifying Party pursuant to this Article 7. If the Indemnifying Party elects to assume control of the defense of such a Third-Party Claim, (AA) the Indemnifying Party shall thereafter from time to time promptly provide to the Indemnified Party copies of all pleadings filed and all Orders issued in such Action or Proceeding relating to such Third-Party Claim, and shall consult in good faith with the Indemnified Party at reasonable periodic intervals on matters regarding the defense of such Third-Party Claim; (BB) the Indemnified Party shall have the right to participate in such Action or Proceeding at its own expense; (CC) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, default or confess or consent to the entry of judgment or any similar action with respect to any such Third-Party Claim or enter into or agree to any settlement of any such Third-Party Claim (other than a settlement solely for payment of money within the amounts set forth in clause (B)(w) above that contains a full release in favor of the Indemnified Party and its Subsidiaries). If thereafter the Third-Party Claim shall be amended or resolutionsupplemented such that it no longer meets the criteria set forth in clauses (A) through (B) above, or if at any time after the assumption of control of defense the Indemnifying Party is failing, in the reasonable judgment of the Indemnified Party after written notice to the Indemnifying Party and reasonable opportunity for cure, to pursue the defense of such Third-Party Claim with reasonable diligence and vigor, the Indemnified Party may, upon written notice to the Indemnifying Party, re-assume the control and conduct of the defense of such Third-Party Claim. Where an Action or Proceeding also involves claims that are not subject to indemnification under this Article 7, the Indemnifying Party’s rights with respect to control of defense shall not extend to claims that are not subject to indemnification. Notwithstanding anything to the contrary herein, Purchaser shall have the right (and, at Seller’s request, the obligation) to conduct and control the defense of any Third-Party Claim to the extent that it is for (and is acknowledged by Purchaser to be) an Assumed Liability and Seller shall have the right (and, at Purchaser’s request, the obligation) to conduct and control the defense of any Third-Party Claim to the extent that it is for (and is acknowledged by Seller to be) a Retained Liability.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-party claim which the Purchaser Parent reasonably believes may result in a claim demand against the Purchaser by Escrow Fund or for other indemnification pursuant to this Article VIII, Parent shall notify the Stockholder Representative of such claim, and the Stockholder Representative shall be entitled on behalf of an Indemnified Personthe Company Stockholders, at its expense, to participate in (including receiving copies of all documents prepared or received by Parent in connection therewith), but not to determine or conduct, the Purchaser defense of such claim. Parent shall give the Stockholder Representative periodic updates regarding the progress of the claim and shall consult with the Stockholder Representative regarding the defense of the claim. If there is a third party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or accrued by the Indemnified Parties in defense of such third-party claim (including reasonable counter-claims), regardless of the outcome of such claim, shall be deemed Losses hereunder. Parent shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve settle, any such claim (and the costs and expenses incurred by the Purchaser in connection with such defenseclaim; provided, settlement or resolution (including reasonable attorneys’ feeshowever, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the PurchaserStockholder Representative, no settlement or resolution of any such claim with any third-party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller Stockholder Representative has consented to any such settlement or resolutionsettlement, the Seller Company Stockholders shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person Parent against the Escrow Fund with respect to such settlement. Notwithstanding the foregoing, the Stockholder Representative shall have the right on behalf of the Company Stockholders, in his sole discretion, to conduct the defense of, and to settle, any third-party claim relating solely to the federal income Tax returns of the Company for periods in which the Company filed Form 1120-S, provided that any settlement of such a claims shall be subject to the review and approval of Parent, which will not be unreasonably withheld, delayed or resolutionconditioned and provided further that such settlement amount, to extent such amount is paid by Parent or an Indemnified Party, shall be deemed Losses hereunder.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-third party claim (a “Third Party Claim”) which Parent reasonably believes may result in a demand for indemnification pursuant to this ARTICLE VII, Parent shall notify the Purchaser believes Escrow Agent and the Stockholder Representative of such claim. If the Third Party Claim may result in a claim against the Purchaser by or Escrow Fund, the Stockholder Representative on behalf of an Indemnified Personthe Stockholders, shall be entitled, at its expense, to participate in and make recommendations with respect to, but not to determine or conduct, the Purchaser defense of such Third Party Claim; provided, however, that the Stockholders agree and consent, as a condition of such entitlement of participation, that Parent’s legal counsel in the Third Party Claim shall not be precluded from representing Parent as against the Stockholders in the event that the Stockholders dispute the fact or amount of the Parent’s claim of a Loss related to the Third-Party Claim. Parent shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve settle, any such claim (and the costs and expenses incurred by the Purchaser in connection with such defenseclaim, settlement or resolution (including reasonable attorneys’ feesprovided, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent however that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the PurchaserStockholder Representative, no settlement or resolution of any such claim Third Party Claim with any third-third party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller Stockholder Representative has consented to any such settlement or resolutionsettlement, the Seller Stockholders shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any Third Party Claim by Parent. Notwithstanding anything in this Agreement to the contrary, if Parent does not notify the Stockholder Representative in its notice provided under the first sentence of this Section 7.4(e), or by separate notice within five (5) Business Days thereafter, that it has assumed the defense of the Third Party Claim, or notifies the Stockholder Representative that it has elected not to assume the defense of the Third Party Claim, the Stockholder Representative shall have the right to assume and conduct the defense of such claim by or on behalf at its expense; provided, however, that the Stockholder Representative shall not consent to the entry of any Indemnified Person judgment or enter into any settlement with respect to such claim unless such judgment or settlement requires solely the payment of money damages not in excess of the amount available in the Escrow Fund and such judgment or resolutionsettlement includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim. Notwithstanding anything in this Agreement to the contrary, this Section 7.4(e) shall not apply to any third party claim that is the subject of an Agreed-Upon Loss.

Third Party Claims. In the event that case of any third party Action as to which indemnification is sought by an Indemnitee, the Purchaser becomes aware Indemnitor shall have 20 Business Days after receipt of a Claim Notice to notify the Indemnitee that it elects to conduct and control such Action. If the Indemnitor elects to conduct and control such Action, the Indemnitor shall agree promptly to reimburse the Indemnitee for the full amount of any Damages resulting from such Action, except fees and expenses of counsel for the Indemnitee incurred after the assumption of the conduct and control of such Action by the Indemnitor. If the Indemnitor does not give the foregoing notice, or if the Indemnitor gives such notice but fails to prosecute such Action to the reasonable satisfaction of the Indemnitee, the Indemnitee shall have the right, at the sole expense of the Indemnitor, to defend, conduct, control and settle such Action, and the Indemnitor shall cooperate with the Indemnitee in connection therewith, provided, that (x) the Indemnitee shall permit the Indemnitor to participate in such conduct or settlement through counsel chosen by the Indemnitor, but the fees and expenses of such counsel shall be borne by the Indemnitor, and (y) the Indemnitee may not compromise or settle such Action without the consent of the Indemnitor (which consent will not be unreasonably withheld or delayed), unless (i) the sole relief provided is monetary Damages, and (ii) such settlement includes an unconditional release in favor of the Indemnitor by the third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion claimant from all liability with respect to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser other than liability for payment of any amounts in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereundersettlement). The Seller If the Indemnitor gives the foregoing notice, subject to the first and second sentences of this Section 10.8, the Indemnitor shall have the right right, at the sole expense of the Indemnitor, to receive copies defend, conduct, control and settle such Action by all appropriate proceedings (which proceedings will be prosecuted by the Indemnitor to the reasonable satisfaction of all pleadingsthe Indemnitee), notices with counsel reasonably acceptable to the Indemnitee, and communications the Indemnitee shall cooperate with the Indemnitor in connection therewith, provided, that (x) the Indemnitor shall permit the Indemnitee to participate in such conduct or settlement through counsel chosen by the Indemnitee, but the fees and expenses of such counsel shall be borne by the Indemnitee, and (y) the Indemnitor may not compromise or settle any such Action without the consent of the Indemnitee (which consent will not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law by the Indemnitee or any violation by the Indemnitee of the rights of any Person, (ii) the sole relief provided is money Damages that are paid in full by the Indemnitor, (iii) the Indemnitee shall have no liability with respect to any compromise or settlement and (iv) such settlement includes an unconditional release in favor of the Indemnitee by the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person from all liability with respect to such settlement claim. In the case of any third party Action as to which indemnification is sought by the Indemnitee which involves a claim for Damages other than solely for money Damages which could have a continuing effect on the business of the Indemnitee, the Indemnitee and the Indemnitor shall jointly control the conduct of such Action. The parties hereto shall use their commercially reasonable efforts to minimize any Damages from claims by third parties and shall act in good faith in responding to, defending against, settling or resolutionotherwise dealing with such claims, notwithstanding any dispute as to liability under this Article IX.

Third Party Claims. In the event of a Third Party Claim, the Indemnitee shall give the Indemnitor notice after the Indemnitee receives notice of the third party's claim underlying the Third Party Claim and shall specify (if known) the factual basis for the underlying third party's claim and the amount or an estimate (if known or reasonably determinable) of the Damages that may arise therefrom. In each such case the Indemnitee agrees to give such notice to the Indemnitor promptly; provided, however, that the Purchaser becomes aware failure of a third-party claim which the Purchaser believes may result Indemnitee to so give such notice shall not excuse the Indemnitor's obligation to indemnify except to the extent that the Indemnitor has suffered actual damage or prejudice by reason of the Indemnitee's failure to give, or delay in a claim against giving, such notice. After receipt of such notice from the Purchaser by or on behalf of an Indemnified PersonIndemnitee, the Purchaser Indemnitor shall have acknowledge in writing its obligation to indemnify in respect of such Third Party Claim, but if the right in Indemnitor does not so acknowledge its sole discretion to conduct obligation, the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Indemnitee shall have the right to receive copies compromise or defend the third party's claim underlying the Third Party Claim at the expense and for the account of all pleadingsthe Indemnitor. If the Indemnitor shall have so acknowledged its obligation to indemnify in respect of the Third Party Claim, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledIndemnitor shall, at its expense, have the right to participate in, but not to determine or conduct, any control the defense of the third-party underlying third party's claim or settlement negotiations with respect counsel of its choice reasonably satisfactory to the third-party claim. However, except with Indemnitee so long as the consent Indemnitor conducts the defense of the Sellerunderlying third party's claim actively and diligently. If the Indemnitor exercises its right to control the defense of the third party's claim underlying a Third Party Claim, the Indemnitee shall also have the right to participate in such defense at its own expense. At any time after notice of any Third Party Claim, the Indemnitor may request the Indemnitee to consent in writing to the payment or compromise of the underlying third party's claim, at the expense and for the account of the Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Buyer becomes aware of a third-party claim (a “Third-Party Claim”) which the Purchaser Buyer reasonably believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion for indemnification for Losses pursuant to conduct the defense of and to settle or resolve any such claim (this Article VIII and the costs and expenses incurred by the Purchaser in connection with such defenseEscrow Agreement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Buyer shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The promptly notify Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person claim, and Seller shall be entitled, at its expense, to participate in, but not to determine or conduct, any the defense of the third-party claim or settlement negotiations with respect to the third-party such claim. HoweverBuyer shall have the right in its sole discretion to conduct the defense of and to settle any such Third-Party Claim; provided, however, that except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any thirdThird-party claimant Party Claim shall be determinative of the existence of or amount of Indemnifiable Damages relating Losses or the indemnification obligation of the Indemnifying Parties with respect to such matterLosses. In the event that the Seller has consented consents to any such settlement or resolutionof a Third-Party Claim, the Seller no Indemnifying Party shall not have any power or authority under this Article VIII or the Escrow Agreement to object under Section 7.4 or any other provision of this Article VII to the amount of any Buyer’s claim for Losses with respect thereto. EXHIBIT F TERAWAVE COMMUNICATIONS, INC. FORM OF SELLER OFFICERS’ CERTIFICATE October , 2007 Reference is hereby made to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) made and entered into as of September 27, 2007 by or and between Terawave Communications, Inc., a California corporation (“Terawave”) and Occam Networks, Inc., a Delaware corporation (“Occam”). Any capitalized terms not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement. Reference is also made to that certain Officer’s Certificate of Terawave dated October 11, 2007 where certified copies of a list of Terawave’s current, past and retired employees and a list of Terawave’s current and past contractors and consultants are attached. The October 11, 2007 Officer’s Certificate including the above-mentioned lists is hereby fully incorporated by reference as part of this Certificate. Pursuant to Section 3.3(a)(x) of the Asset Purchase Agreement, the undersigned hereby certify, for and on behalf of any Indemnified Person with respect to such settlement or resolution.Terawave, as follows:

Third Party Claims. In the event that Buyer or the Purchaser becomes aware Surviving Corporation receives written notice of a third-party claim (a "Third Party Claim") which the Purchaser believes Buyer reasonably expects may result in a claim demand against the Purchaser Escrow Fund, Buyer shall provide the Shareholder Representative with reasonably prompt written notice thereof. The Shareholder Representative, as representative for the Shareholders, shall have the right to participate in or, by giving written notice to Buyer, to assume the defense of any Third Party Claim at the expense of the Escrow Fund and by counsel selected by the Shareholder Representative (which counsel must be reasonably satisfactory to Buyer), and Buyer will cooperate in good faith (and shall be permitted to participate at Buyer's expense) in such defense; provided, however, that the Shareholder 49 57 Representative shall not be entitled to assume control of the defense of any Third Party Claim that (i) could reasonably be expected to have any impact on the ongoing operations or on behalf goodwill of an Indemnified Person, the Purchaser Surviving Corporation or Buyer or their intellectual property or (ii) could reasonably be expected to result in Losses in excess of the Escrow Fund. Buyer shall have the right in its sole discretion to conduct the defense of and to settle any Third Party Claim contemplated by clause (i) or resolve (ii) above; provided, however, that if Buyer settles any such claim Third Party Claim without the Shareholder Representative's written consent (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheldwithheld or delayed), conditioned Buyer may not make a claim against the Escrow Fund with respect to the amount of Losses incurred by Buyer in such settlement unless the Shareholder Representative unreasonably withheld or delayed and such consent; provided, further, that the Shareholder Representative may not settle any Third Party Claim without Buyer's written consent (which consent shall not be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement unreasonably withheld or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterdelayed). In the event that the Seller Shareholder Representative has consented to any such settlement or resolutionsettlement, the Seller Shareholder Representative shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII 7 to the amount of any claim by or on behalf of any Indemnified Person Buyer against the Escrow Fund with respect to the amount of Losses incurred by Buyer in such settlement or resolutionas consented to by the Shareholder Representative.

Third Party Claims. In the event that the Purchaser an Indemnified Person becomes aware of a third-party claim which the Purchaser that it believes may result in a an indemnification or offset claim against the Purchaser Escrow Fund or the Indemnifying Person by or on behalf of an Indemnified Person, the Purchaser Indemnified Person shall promptly notify the Indemnifying Person in writing and in reasonable detail of such third-party claim, provided however that no delay in providing such notice shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Indemnifying Person is materially prejudiced thereby. The Indemnifying Person shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser it in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Indemnifying Person may seek indemnification pursuant to a claim made hereunder). The Seller Sellers Representative or Purchaser, as the case may be, shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerSellers Representative or Purchaser, as the case may be (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Sellers Representative or Purchaser, as the case may be, shall have objected within thirty (30) 15 days after a written request for such consent by Purchaser or Sellers Representative, as the Purchasercase may be), no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Sellers Representative has consented to any such settlement or resolution, neither the Sellers Representative nor any Seller shall not have any power or authority to object under (including pursuant to Section 7.4 9.6 or any other provision of this Article VII Section 9) to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that of the Purchaser becomes aware assertion, in writing, of a third-party claim which or dispute which, if adversely determined would entitle any of the Purchaser believes may result Indemnified Parties to indemnification hereunder, Buyer or any other of the Indemnified Parties shall promptly notify Seller thereof in a claim against the Purchaser by writing, provided, however, that any delay in providing or on behalf of an Indemnified Person, the Purchaser failure to provide such notification shall have not affect the right in its of the Indemnified Parties to indemnification hereunder except to the extent Seller materially prejudiced by the delay or failure. Seller may elect, by written notice to Buyer, to assume and direct, at their sole discretion to conduct expense, the defense of and to settle or resolve any such claim third-party claim, and may, at their sole expense, retain counsel in connection therewith, provided that such counsel is reasonably acceptable to Buyer. After the assumption of such defense by Seller with counsel reasonably acceptable to Buyer, and for so long as Seller conducts such defense on a diligent and timely basis, Seller shall not be responsible for the payment of legal fees incurred thereafter by the Indemnified Party or Parties (and who may, however, continue to participate in the costs defense thereof with separate counsel); provided, however, that, Seller shall be responsible for paying the fees and expenses incurred by of one separate counsel for the Purchaser Indemnified Parties in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included each jurisdiction in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the any third-party claim to the extent is brought or is pending if counsel for such Indemnified Parties determines or advises that receipt of such documents does not affect Seller and any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the Indemnified Parties have differing positions with respect to such third-party claim or settlement negotiations with respect dispute or that Seller, on the one hand, or any of the Indemnified Parties, on the other hand, have defenses not available to the other. If Seller fails to and until Seller does undertake the defense of any such third party claim or dispute in accordance with the provisions hereof, or if Seller discontinues the diligent and timely conduct thereof, any of the Indemnified Parties may undertake such defense with one separate counsel and Seller shall be responsible for reimbursing the Indemnified Parties for their legal fees and expenses in connection therewith as and when such legal fees and expenses are incurred by them. No party hereto may settle or compromise any such third-party claim. However, except with claim or dispute without the prior written consent of the Sellerother parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event except that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 Buyer or any other provision of the Indemnified Parties may do so if Seller has not assumed the defense thereof in accordance with this Article VII Section 13.5 or Seller has not notified Buyer or any of the other Indemnified Parties that Seller is disputing, or has breached, its obligations hereunder to indemnify any of the amount of any claim by or on behalf of any Indemnified Person Parties with respect to such settlement or resolutionthird-party claim.

Third Party Claims. In the event that If the Purchaser becomes aware of a third-third party claim (a “Third Party Claim”) which the Purchaser reasonably believes may result in a claim against for indemnification by a Purchaser Indemnified Party pursuant to this Article IX (except for claims with respect to indemnification pursuant to Section 9.2(a)(ix), which shall be governed by Section 8.2), the Purchaser by shall notify the Stockholder promptly of such claim, and the Stockholder shall be entitled, at his expense, to participate in, but not to determine or on behalf of an Indemnified Personconduct, the defense of such Third Party Claim. If there is a Third Party Claim that, if adversely determined, would give rise to a right of recovery for Losses under the Agreement, then any amounts incurred by the Purchaser Indemnified Parties in defense or settlement of such Third Party Claim, regardless of the outcome of such claim, shall be deemed Losses under the Agreement. The Purchaser shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve settle, any such claim (and the costs and expenses incurred by Stockholder shall not have a right of approval or consent with respect to any such Third Party Claim; provided, that except with the Purchaser in connection consent of the Stockholder (such consent not to be unreasonably withheld, conditioned or delayed), no settlement of any such Third Party Claim with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) third party claimants shall be included determinative of the amount of Losses relating to such matter or otherwise admissible in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant any proceeding or used in any way to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications resolve any dispute with respect to the third-amount of Losses. If the Stockholder becomes aware of a third party claim (a “Company Third Party Claim”) which he reasonably believes may result in a claim for indemnification by the Stockholder pursuant to this Article IX, the extent that receipt Stockholder shall notify the Purchaser promptly of such documents does not affect any privilege relating to any Indemnified Person claim, and the Stockholder shall be entitled, at its his expense, to participate in, but not to determine or conduct, any the defense of such Company Third Party Claim. The Purchaser shall have the third-party right in its sole discretion to conduct the defense of, and to settle, any such claim and the Stockholder shall not have a right of approval or settlement negotiations consent with respect to the third-party claim. Howeverany such Company Third Party Claim; provided, that except with the consent of the Seller, which Stockholder (such consent shall not to be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaserdelayed), no settlement or resolution of any such claim Company Third Party Claim with any third-third party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller has consented matter or otherwise admissible in any proceeding or used in any way to resolve any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII dispute with respect to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionLosses.

Third Party Claims. In Should any Third-Party Claim be made against the event that the Purchaser becomes aware of a third-party claim Stockholders with respect to any matter to which the Purchaser believes may result indemnity set forth in a claim against Section 10(a) relates, then the Purchaser by or on behalf Stockholders shall promptly give Buyer written notice of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Buyer shall have the right to receive copies of all pleadings, notices and communications with respect to the thirddefend or settle any such Third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledParty Claim, at its sole expense, on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to participate in, but not to determine or conduct, any the Stockholders. The Stockholders agree that Xxxxxxxxx Xxxxxxxxxx & Xxxx LLP is satisfactory. In such defense of the third-party claim or settlement negotiations of any claim, the Stockholders shall cooperate with respect and assist Buyer to the third-party claim. Howevermaximum extent reasonably possible and may participate therein with his or her own counsel at his or her own expense, except with and the Stockholders' written consent of the Sellershall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheldwithheld or delayed. Failure by the Stockholders to give notice within a reasonable period of time shall not constitute a defense, conditioned in whole or delayed and which in part, to any claim for indemnification by the Stockholders, except only to the extent that such failure by the Stockholders shall be deemed result in a material prejudice to have been given unless Buyer. If Buyer does not notify the Seller shall have objected Stockholders within thirty ten (3010) days after receipt of the Stockholders' written notice of a written request Third-Party Claim that Buyer intends to undertake the defense thereof, and that such claim is subject to the indemnity set forth in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in a prudent manner, then the Stockholders shall have the right to contest, settle or compromise the claim and Buyer shall indemnify the Stockholders for such consent the full amount of all Losses paid or suffered by the PurchaserStockholders in respect thereof. Notwithstanding the foregoing, no settlement so long as Buyer is contesting any such Third Party Claim in good faith, the Stockholders shall not have the right to pay or resolution of settle any such claim with any third-party claimant shall be determinative without the prior written consent of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionBuyer.

Third Party Claims. In the event that claims are asserted against the Purchaser becomes aware Companies of the Schaeff Group of Companies for which Buyer demands indemnification from the Sellers, the Buyer shall promptly notify the Sellers about such claim and provide them with all reasonable information on such claim. The Parties shall then evaluate jointly the merits of such claim, seek to reach agreement as to and mutually assist each other in defending such claims. Within a third-party claim which time period of thirty (30) days after notification of the Purchaser believes may result in Sellers by Buyer about a claim being asserted against the Purchaser by or on behalf Companies of an Indemnified Personthe Schaeff Group of Companies for which Buyer demands indemnification from the Sellers, the Purchaser Parties shall have use their reasonable best efforts to come to a mutual agreement about who of them will defend the right Companies of the Schaeff Group of Companies against such claim. If the Parties fail to come to an agreement in its sole discretion such time period, then the Buyer shall be entitled to conduct defend the defense Companies of and to settle or resolve any the Schaeff Group of Companies against such claim with counsel selected by him (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant subject to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerSellers, which consent shall not be unreasonably withheld) as long as the Buyer is conducting a good faith and diligent defense. The Sellers shall at all times have the right to fully participate in the defense of a third party claim at their own expense directly or through counsel and the Buyer shall provide them with any and all reasonable Agreement on the Sale and Purchase of Shares as of November 26, conditioned 2001 Page -55- ________________________________________________________________________________ information on the claim and the defense. If such good faith and diligent defense is not being or delayed and which shall ceases to be deemed to have been given unless conducted by the Seller Buyer, the Sellers shall have objected within thirty the right to undertake the defense of such claim (30) days after with counsel selected by them, subject to the consent of the Buyer, which consent shall not be unreasonably withheld). In such case, the Buyer shall at all times have the right to fully participate in the defense of a written request for third party claim at his own expense directly or through counsel. Notwithstanding the foregoing and as a matter of principle, with respect to third party claims, the Parties agree to co-operate in good faith and will make available such consent by the Purchaserinformation and assistance that is reasonable to defend such third party claims, no settlement matter whether the Buyer or resolution of any the Sellers direct the defend against such claim with any third-third party claimant shall be determinative of claim. If the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolutiondefense is being directed by Buyer, the Seller shall not have Buyer is only then entitled to accept such claim, enter into negotiations and enter into any power or authority to object under Section 7.4 or any other provision kinds of this Article VII to the amount of any claim by or settlement agreements for and on behalf of the Companies of the Schaeff Group of Companies with the prior written consent of the Sellers, which consent will not be unreasonably withheld. Buyer and the respective Company of the Schaeff Group of Companies shall also under no circumstances be entitled to make any Indemnified Person payments without the prior written consent of the Sellers, unless it is done in accordance with respect to a provisionally or finally enforceable court decision or a provisionally or finally enforceable administrative order (including tax orders). The reasonable legal fees and other costs incurred with the defense against a third party claim shall be borne by the Sellers, even if the Buyer is directing the defense against such settlement or resolutionthird party claim.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-third party claim (a “Third Party Claim”) which the Purchaser Parent reasonably believes may result in a claim against for indemnification pursuant to this Article VIII, Parent shall promptly notify the Purchaser Stockholder Representative of such claim with an Indemnification Claim Notice (a “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 Parent may withhold from Stockholder Representative such communications with its legal counsel to the extent that legal counsel to Parent advises that providing such communication could result in the loss of any attorney-client privilege or right under the work-product doctrine of Parent or any Indemnitee 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 part of Parent in delivering a Third Party Notice shall cause any Parent Indemnified Party to forfeit any indemnification rights under this Article VIII except to the extent that the Company Indemnitors are actually and materially prejudiced by such delay or failure. Upon receipt of a Third Party Notice, the Stockholder Representative shall be entitled (on behalf of an Indemnified Personthe Company Indemnitors and at their expense) to participate in, but not to control, determine or conduct, the Purchaser defense of such Third Party Claim. Parent shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve settle, any such claim (and the costs and expenses incurred by the Purchaser in connection with such defenseStockholder Representative shall not be entitled to control any negotiation of settlement, settlement adjustment or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications compromise with respect to the third-party claim to the extent any such Third Party Claim; provided, that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, Stockholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchasermay be withhold for any reason), no settlement or resolution of any such claim Third Party Claim with any third-third party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller Stockholder Representative has consented to any such settlement settlement, adjustment or resolutioncompromise, the Seller Company Indemnitors shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII VIII to the amount of any claim by such settlement, adjustment or on behalf of any Indemnified Person with respect compromise. The parties agree that the matter specified in Schedule 8.2(a)(x) shall additionally be subject to such settlement or resolutionthe procedures set forth in Item 5 thereof.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser Escrow Fund by or on behalf of an Indemnified Person, the Purchaser Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which to the Purchaser may seek extent it is determined that Acquiror is entitled to indemnification pursuant to a claim made hereunder)Section 8.2. The Seller Effective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerEffective Time Holders’ Agent, which such consent shall not to be unreasonably unreasonably, withheld, conditioned or delayed delayed, and which shall be deemed to have been given unless the Seller Effective Time Holders’ Agent shall have objected within thirty (30) days after a written request for such consent by the PurchaserAcquiror, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such mattermatter subject to the Authority Limitation. In the event that the Seller Effective Time Holders’ Agent has consented to any such settlement or resolution, neither the Seller Effective Time Holders’ Agent nor the Effective Time Holders shall not have any power or authority to object under this Section 7.4 8.8 or any other provision of this Article VII ARTICLE VIII to the amount of any claim by or on behalf of any 52 Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolutionresolution (solely to the extent of the funds available in Escrow Fund).

Third Party Claims. In Promptly after the event that receipt by any Parent Indemnitee of notice of the Purchaser becomes aware commencement of any action against such Parent Indemnitee by a thirdthird party, such Parent Indemnitee shall give the Shareholder Representative written notice thereof in reasonable detail in light of the circumstances then known to such Parent Indemnitee. The failure to give such notice shall not relieve the Shareholder Representative from any obligation hereunder except where, and then solely to the extent that, such failure actually and materially prejudices the rights of the Shareholder Representative. If the claim (x) (I) is subject to the Basket and in excess thereof and (II) is not more than (or is not reasonably expected to be more than) 110% of the then-party claim which remaining Indemnity Escrow Amount or (y) is not subject to the Purchaser believes may result in a claim against Basket or limited by the Purchaser by or on behalf of an Indemnified PersonIndemnity Escrow Amount, the Purchaser Shareholder Representative shall have the right to defend such claim, with such costs to be deducted from the Indemnity Escrow and with counsel of its choice reasonably satisfactory to Parent Indemnitee, provided that (i) such claim does not seek an injunction or other equitable relief as a primary remedy, and is not a criminal claim and (ii) the Shareholder Representative conducts the defense of such claim actively and diligently. If the Shareholder Representative assumes the defense of such claim, Parent Indemnitee agrees to reasonably cooperate in such defense so long as Parent Indemnitee is not materially prejudiced thereby. So long as the Shareholder Representative is conducting the defense of such claim actively and diligently, Parent Indemnitee may retain separate co-counsel at its sole discretion cost and expense and may participate in the defense of such claim. Neither the 56 Shareholder Representative nor any Parent Indemnitee 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 or delayed, provided that such consent shall be granted in connection with any settlement (A) containing a full release of the party from whom such consent is so requested and (B) in the case of a consent from a Parent Indemnitee, involving only monetary damages fully paid by the Shareholders or from the Indemnity Escrow Amount). Notwithstanding the foregoing, a Parent Indemnitee shall be entitled to participate with separate counsel at the expense of the Company Equityholders if (i) so requested by Shareholder Representative or (ii) in the reasonable opinion of counsel to Parent Indemnitee, a conflict or potential conflict exists between the Company Equityholders and Parent Indemnitee. In the event the claim is subject to recovery only from the Indemnity Escrow Amount but is more than (or is reasonably expected to be more than) 110% of the amount then remaining thereunder, or Shareholder Representative does not or ceases to conduct the defense of and to settle or resolve any such claim (actively and the costs and expenses incurred by the Purchaser in connection with such defensediligently, settlement or resolution (including reasonable attorneys’ feesParent Indemnitee may defend against and, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Seller, Shareholder Representative (which consent shall not be unreasonably withheldwithheld or delayed), conditioned or delayed and which shall be deemed consent to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution entry of any judgment or enter into any settlement with respect to, such claim. Regardless of which party shall assume the defense of such claim, each party shall provide to the other parties on request all information and documentation reasonably necessary to support and verify any Losses which give rise to such claim with any third-party claimant for indemnification and shall be determinative of the existence of provide reasonable access to all books, records and personnel in their possession or amount of Indemnifiable Damages relating to under their control which would have a bearing on such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionclaim.

Third Party Claims. In the event that the Purchaser becomes aware If Xxxxx receives written notice of a third-party claim which the Purchaser that Xxxxx believes may result in a claim against the Purchaser Liability Claim by or on behalf of an Indemnified Person, Buyer will notify the Purchaser shall Holder Representative in writing of such third-party claim and will provide a copy of any notice or other documentation submitted by the Third Party making such third-party claim and, if the Indemnitors could have any liability hereunder with respect to such third-party claim, (i) provide the Holder Representative the opportunity to participate at the Indemnitors’ cost in, but not direct or conduct, any defense of such claim, and (ii) keep the Holder Representative reasonably informed about the progress of such third-party claim and will consider in good faith recommendations made by the Holder Representative with respect to the defense of such third party claim. The Holder Representative will not be provided such opportunity to the extent that Buyer reasonably determines in good faith that such participation could result in the loss of any attorney-client privilege or right under the work-product doctrine of Buyer or any Indemnified Person in respect of such claim. The Holder Representative’s participation will be subject to Xxxxx’s right to control such defense. Buyer will have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with but if the settlement is without the written consent of the SellerHolder Representative, which consent shall the settlement will not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter or whether such Losses are indemnifiable by the Indemnitors hereunder. In If the event that the Seller has consented Holder Representative consents in writing to any such settlement or resolutionsettlement, then neither the Seller shall not Holder Representative nor any Indemnitor will have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement. The Holder Representative will be deemed to have been given consent to a settlement if the Holder Representative has not objected within twenty (20) days after the Holder Representative’s receipt of a written request for consent to such settlement delivered by Xxxxx. Notwithstanding any other provision of this Agreement, any reasonable and documented out-of-pocket costs and expenses of investigation or resolutiondefense, including court costs and reasonable attorneys’ fees, incurred or suffered by the Indemnified Persons in connection with any third-party claim alleging matters that would constitute the failure of a representation or a warranty set forth herein to be true and correct or be the basis of a claim for any other matter specified in Section 6.2, whether or not it is ultimately determined that there was such a failure to be true and correct or basis for a claim, will constitute Losses subject to indemnification under Section 6.2 (subject to such other limitations set forth in this Section 6.8).

Third Party Claims. In the event that the Purchaser becomes aware If Parent receives written notice of a third-party claim which the Purchaser that Parent believes may result in a claim against the Purchaser Liability Claim by or on behalf of an Indemnified Person, Parent will notify the Purchaser shall Representative of such third-party claim as set forth in Section 7.6 and provide the Representative the opportunity to participate at the Representative’s own cost in, but not direct or conduct, any defense of such claim. The Representative will not be provided such opportunity to the extent that Parent determines that such participation could result in the loss of (a) any attorney-client privilege or right under the work-product doctrine of Parent or any Indemnified Person, or (b) coverage under the R&W Insurance Policy, in each case in respect of such claim. The Representative’s participation will be subject to Parent’s right to control such defense and Section 7.11(f). Parent will have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate inclaim, but not to determine or conduct, any defense of if the third-party claim or settlement negotiations with respect to the third-party claim. However, except with is without the consent of the SellerRepresentative, which consent shall the settlement will not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In If the event that the Seller has consented Representative consents to any such settlement or resolutionsettlement, then neither the Seller shall not Representative nor any Indemnifying Party will have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement. The Representative will be deemed to have been given consent to a settlement if the Representative has not objected within 20 days after a written request for consent to such settlement by Parent. Notwithstanding any other provision of this Agreement, any costs and expenses of investigation or resolutiondefense, including court costs and reasonable attorneys’ fees, incurred or suffered by the Indemnified Persons in connection with any third-party claim alleging matters that would constitute the failure of a representation or a breach of warranty to be true and correct or be the basis of a claim for any other matter specified in Section 7.3, whether or not it is ultimately determined that there was such a failure to be true and correct or basis for a claim, will constitute Losses subject to indemnification under Section 7.3.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim With respect to any claims or demands by third parties as to which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Person may seek indemnification pursuant to hereunder, whenever the Company, Buyer, Parent or an Indemnified Person (the “Notifier”) will have received a written notice that such a claim made hereunder)or demand has been asserted, the Notifier shall promptly notify the Buyer and the Shareholders’ Representative, as agent for the Sellers, of such claim or demand and of the facts within the Notifier’s knowledge that relate thereto within a reasonable time after receiving such written notice. The Seller Shareholders’ Representative shall then have the right to receive copies defend, contest, negotiate or settle, on behalf of all pleadingsthe Sellers, notices any such claim or demand through counsel of his own selection (who shall be reasonably acceptable to the Indemnified Person), at the Sellers’ own cost and communications expense, which costs and expenses shall be payable out of the Escrow Fund as provided for in the Escrow Agreement and the Company, Buyer and Parent shall cooperate with and assist the Shareholders’ Representative in the defense of such claim or demand. The Shareholders’ Representative shall not consent to the entry of any judgment or enter into any settlement with respect to the third-any third party claim to the extent that receipt of such documents judgment or settlement (i) does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense provide for a full release of the third-Indemnified Persons with respect to such third party claim or settlement negotiations with respect to (ii) provides for equitable relief against the third-party claim. HoweverIndemnified Persons, except with in either case without the prior written consent of the Seller, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed delayed). If the Shareholders’ Representative gives written notice to the Indemnified Person within ten (10) Business Days after the Notifier has notified the Shareholders’ Representative that any such claim or demand has been made in writing, that the Shareholders’ Representative elects to have the Indemnified Person defend, contest, negotiate, or settle any such claim or demand, or if the Shareholders’ Representative fails to acknowledge within such ten (10) Business Days that it shall undertake the defense of such claim or demand, then the Indemnified Person shall have the right to contest and/or settle any such claim or demand and the Shareholders’ Representative shall cooperate with and provide reasonable assistance to the Indemnified Person in the defense of such claim or demand, provided, however, that the Indemnified Person shall not consent to the entry of any judgment or enter into any settlement with respect to any third party claim to the extent that such judgment or settlement (i) does not provide for a full release of the Shareholders’ Representative and the Sellers with respect to such third party claim or (ii) provides for equitable relief against the Shareholders’ Representative or Sellers, in either case without the prior written consent of the Shareholders’ Representative (which consent will not be unreasonably withheld, conditioned or delayed); it being understood that failure by the Shareholders’ Representative to object to any such settlement or compromise within ten (10) Business Days after written notice thereof by the Indemnified Person shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterthereto. In the event that the Seller Shareholders’ Representative has consented to any such settlement or resolutionsettlement, the Seller Sellers shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII Agreement to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser for indemnification pursuant to this ARTICLE 9 by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Company Shareholder shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerCompany Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Company Shareholder shall have objected within thirty (30) 15 days after a written request for such consent by the Purchaser, no settlement or resolution by Purchaser of any such claim with any third-party claimant that gives rise to a claim by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Company Shareholder has consented to any such settlement or resolution, the Seller Company Shareholder shall not have any power or authority to object under Section 7.4 9.5 or any other provision of this Article VII ARTICLE 9 to the amount of any claim by or on behalf of any Indemnified Person Persons for indemnity with respect to and in accordance with such consented settlement or resolution.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser Holdback Amount or, if the Holdback Amount has been previously released pursuant to Section 9.4, against the Effective Time Holders by or on behalf of an Indemnified Person, the Purchaser Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder). The Seller Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerStockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Stockholders’ Agent shall have objected within thirty (30) 15 days after a written request for such consent by the PurchaserAcquiror, no settlement or resolution by Acquiror of any such claim with any third-party claimant that gives rise to a claim against the Holdback Amount or, if the Holdback Amount has been previously released pursuant to Section 9.4, against the Effective Time Holders by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Stockholders’ Agent has consented to any such settlement or resolution, neither the Seller Stockholders’ Agent nor any Effective Time Holder shall not have any power or authority to object under Section 7.4 9.5 or any other provision of this Article VII ARTICLE IX to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Amount or, if the Holdback Amount has been previously released pursuant to Section 9.4, against the Effective Time Holders for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a third-party claim which the Purchaser that Acquirer believes may result in a claim against the Purchaser for indemnification pursuant to this Article VIII by or on behalf of an Indemnified Person, the Purchaser Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquirer may seek indemnification pursuant to a claim made hereunderhereunder and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 whether or not it is ultimately determined that the third party claim itself is indemnifiable under Section 8.2, but for the avoidance of doubt, in all cases subject to the other limitations on liability contained herein (including the Threshold and any cap amount, in each case that applies to the underlying indemnifiable matter)). The Seller Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and subject to execution by the Stockholders’ Agent of a reasonable non-disclosure agreement (which non-disclosure agreement shall be entitlednot prohibit the Stockholders’ Agent from communicating any such information on a need-to-know basis with the Effective Time Holders, at its expenseprovided that any such recipients are obligated to keep such information confidential) to the extent that such materials contain confidential or proprietary information; provided, that Acquirer shall use commercially reasonable efforts to participate in, but provide any such privileged information to the Stockholders’ Agent in a manner that would not to determine or conduct, adversely affect any defense such applicable privileges. Acquirer shall (x) keep the Stockholders’ Agent reasonably informed of the status of such third-party claim or settlement negotiations and the defense thereof and (y) consider in good faith any recommendations made by the Stockholders’ Agent with respect to the such third-party claim. HoweverIn the event of settlement or resolution by Acquirer of any claim that gives rise to a claim against the Escrow Fund by or on behalf of an Indemnified Person, except with the amount of Indemnifiable Damages relating to such matter shall be deemed determined only if the Stockholders’ Agent has consented in writing to any such settlement or resolution, or if the Stockholders’ Agent unreasonably withholds, conditions or delays giving such consent to such settlement or resolution (either, an “Indemnifiable Settlement”). Such consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which Stockholders’ Agent shall be deemed to have been given unless the Seller Stockholders’ Agent shall have objected within thirty (30) 30 days after a written request for such consent by Acquirer. Neither the Purchaser, no settlement or resolution of Stockholders’ Agent nor any such claim with any third-party claimant Effective Time Holder shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 8.5 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person Indemnifiable Damages with respect to such settlement or resolutionan Indemnifiable Settlement. For the avoidance of doubt, Section 5.17(d) and not this Section 8.8 shall govern all Tax Claims.

Third Party Claims. In (i) Upon receipt of written notice from the event Indemnitee of a Claim, the Indemnitor shall promptly pay the amount of the Claim, unless the Indemnitor shall dispute the Claim or the amount thereof, and the Indemnitor may provide counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. If the Indemnitor assumes such defense, the Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Purchaser becomes aware Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim at the sole cost of a third-party claim which the Purchaser believes may result in a claim against Indemnitee. After notice from the Purchaser by Indemnitor to the Indemnitee of the Indemnitor's election to assume the defense, compromise or on behalf settlement of an Indemnified Personsuch Claim, the Purchaser Indemnitor shall have not, as long as it diligently conducts such defense, be liable to the right in its sole discretion Indemnitee for any fees of other counsel or any other expenses with respect to conduct the defense of and to settle or resolve any such claim (and the costs and expenses Claim, in each case subsequently incurred by the Purchaser Indemnitee in connection with such the defense, compromise, or settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in of the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)Claim. The Seller Indemnitor shall have the right to receive copies elect to settle any Claim for monetary damages without the Indemnitee's consent, only if the settlement includes a complete release of all pleadings, notices and communications with respect to the third-party claim to Indemnitee. If the extent that receipt of such documents settlement does not affect any privilege relating include such a release, it will be subject to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerIndemnitee, which consent shall not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, conditioned or delayed and which consent shall not be deemed to have been given unless unreasonably withheld. If the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution subject of any such claim with any third-party claimant shall be determinative of the existence of Claim results in a judgment or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolutionsettlement, the Seller Indemnitor shall not have any power promptly pay such judgment or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event we reimburse you for a refund claim you have made, or if we otherwise provide you with a credit or payment with respect to any problem arising out of any transaction made with the Card, you are automatically deemed to assign and transfer to us any rights and claims (excluding tort claims) that you have, had or may have against any third party for an amount equal to the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a amount we have paid to you or credited to your Card. You agree that you will not pursue any claim against or reimbursement from such third party for the Purchaser by amount that we paid or on behalf of an Indemnified Personcredited to your Card, and that you will cooperate with us if we decide to pursue the Purchaser shall have third party for the right in its sole discretion amount paid or credited to conduct the defense of and you. If we do not exercise our rights under this section, we do not give up our rights to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included exercise them in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant future. Disclaimer of Warranties: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS CARDHOLDER AGREEMENT AND EXCEPT FOR ANY APPLICABLE WARRANTIES AVAILABLE UNDER APPLICABLE LAW (INCLUDING THE CONSUMER PROTECTION ACT (QUÉBEC)), WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING ANY SUBJECT MATTER OF THIS CARDHOLDER AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Limitation of Liability: EXCEPT IN QUÉBEC OR EXCEPT AS EXPRESSLY REQUIRED BY THIS CARDHOLDER AGREEMENT OR APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR PERFORMING OR FAILING TO PERFORM ANY OBLIGATION UNDER THIS CARDHOLDER AGREEMENT UNLESS WE HAVE ACTED IN BAD FAITH. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE TO YOU FOR DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF ANY GOVERNMENTAL AUTHORITY, NATIONAL EMERGENCIES, PANDEMIC, EPIDEMIC, PUBLIC HEALTH EMERGENCY, COMMUNICABLE DISEASE OUTBREAK, INSURRECTION, WAR, RIOTS, FAILURE OF MERCHANTS TO PERFORM OR PROVIDE SERVICES, FAILURE OF COMMUNICATION SYSTEMS, OR FAILURES OF OR DIFFICULTIES WITH OUR EQUIPMENT OR SYSTEMS. ALSO WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE TO YOU FOR ANY DELAY, FAILURE OR MALFUNCTION ATTRIBUTABLE TO YOUR EQUIPMENT, ANY INTERNET SERVICE, ANY PAYMENT SYSTEM OR ANY CUSTOMER SERVICE FUNCTION. IN THE EVENT THAT WE ARE HELD LIABLE TO YOU, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL AND DIRECT DAMAGES. IN NO EVENT WILL YOU BE ENTITLED TO RECOVER ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. Website and Availability: Although considerable effort is made to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices ensure that our Website and other operational and communications channels available around the clock, we do not warrant these channels to be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor will we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labour disputes and armed conflicts. We will not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses that may affect your computer or other equipment. You agree to act responsibly with regard to the Website and its use. You will not violate any laws, interfere or disrupt computer networks, impersonate another person or entity, violate the rights of any third party, stalk, threaten or harass anyone, gain any unauthorized entry, or interfere with the Website’s systems and integrity. Entire Cardholder Agreement: This Cardholder Agreement sets forth the entire understanding and Cardholder Agreement between you and us, whether written or oral, with respect to the third-party claim to the extent that receipt of such documents does not affect subject matter hereof and supersedes any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine prior or conduct, any defense of the third-party claim contemporaneous understandings or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person agreements with respect to such settlement subject matter. Governing Law; Submission to Jurisdiction: The parties agree that any claim or resolutionaction brought pursuant to this Cardholder Agreement will be brought in the exclusive jurisdiction of the courts of British Columbia and this Cardholder Agreement will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. FOR RESIDENTS OF QUÉBEC ONLY: The parties attorn to the jurisdiction of Québec and this Cardholder Agreement will be construed in accordance with and governed by the laws of the province of Québec and the laws of Canada applicable therein. Section Headings: Section headings in this Cardholder Agreement are for convenience of reference only, and will not govern the interpretation of any provision of this Cardholder Agreement.

Third Party Claims. In the event that the Purchaser becomes aware (a) If Parent receives written notice of a third-party claim which the Purchaser that Parent believes may is reasonably likely to result in a claim against the Purchaser for indemnification in accordance with Section 7.2 by or on behalf of an a Parent Indemnified Person, Parent shall promptly notify Hold Co of such third-party claim and provide Hold Co the Purchaser opportunity to direct, through counsel of its own choosing (who shall have be reasonably acceptable to Parent), at its own cost, the right defense or settlement of such claim; provided, that (a) the claim or proceeding solely seeks (and continues to seek) monetary damages; (b) Parent reasonably determines in its sole discretion good faith that there is no reasonable likelihood that such claim will cause the Parent Indemnified Persons to conduct suffer Losses in excess of the amount held in the Escrow Fund from time to time during the pendency of the claim, excluding any amount subject to any other claim; and (c) Hold Co agrees in writing that the Escrow Fund is available to cover any amounts paid in resolution or settlement of the claim subject to the limitations set forth in Section 7.3 (the conditions set forth in clauses (a) through (c) are, collectively, the “Parent Litigation Conditions”). If the Parent Litigation Conditions are met and Hold Co elects to assume the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser or proceeding, Hold Co shall allow Parent to participate in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) but in such case the expenses of Parent shall be included paid by Parent. A Parent Indemnified Person shall provide Hold Co and its counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Hold Co in the Indemnifiable Damages defense or settlement thereof, and the Parent Indemnified Persons shall be reimbursed from the Escrow Fund for all of their reasonable out-of-pocket expenses in connection therewith. If Hold Co elects to direct the defense of any such claim or proceeding, the Parent Indemnified Persons shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless (i) Hold Co consents in writing to such payment, (ii) Hold Co withdraws from the defense of such asserted liability and Parent undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 or (iii) a final judgment from which no appeal may be taken by or on behalf of Hold Co is entered against Parent Indemnified Persons for such liability. If Hold Co fails to defend or if, after commencing or undertaking any such defense, Hold Co fails to prosecute or withdraws from such defense, or if any of the Purchaser may seek indemnification pursuant Parent Litigation Conditions cease to a claim made hereunder). The Seller be met, Parent shall have the right to receive copies undertake the defense or settlement thereof (which shall be conducted by Parent diligently and in good faith), and retain counsel, reasonably satisfactory to Hold Co, at Hold Co’s expense; provided, however, that Hold Co shall not be required to pay the fees and expenses of all pleadingsmore than one counsel for the Parent Indemnified Persons in any single action, notices and communications with respect to the third-party claim except to the extent that receipt two or more such Parent Indemnified Persons shall have conflicting interests in the outcome of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledaction and, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with without the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the PurchaserHold Co in writing, no settlement or resolution of any such claim with any third-party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller has consented If Hold Co consents to any such settlement or resolutionsettlement, the Seller Hold Co shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount or validity of any claim by or on behalf of any Parent Indemnified Person for indemnity with respect to such settlement except to the extent the limits set forth in Section 7.3 apply. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or resolutionsuffered by the Parent Indemnified Persons in connection with the defense of any third party claim that, if adversely determined against the Parent Indemnified Person, would be indemnifiable hereunder, shall constitute Losses that shall be indemnifiable under Section 7.2.

Third Party Claims. In the event that the Purchaser becomes aware If any claim for indemnification by Indemnitee arises out of a third-party claim for monetary damages by a person other than Indemnitee in which the Purchaser believes may result in a claim against the Purchaser Indemnitor acknowledges its absolute liability to indemnify Indemnitee under this Section 12, Indemnitor may, by or on behalf of an Indemnified Personwritten notice to Indemnitee, the Purchaser shall have the right in its sole discretion undertake to conduct any proceedings or negotiations in connection therewith as necessary to defend Indemnitee and take all other steps or proceedings to settle or defeat any such claims or to employ counsel to contest any such claims; provided, however, that Indemnitor shall reasonably consider the advice of Indemnitee as to the defense of such claims, and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Indemnitee shall have the right to receive copies participate, at its own expense, in such defense, but control of such litigation and settlement shall remain exclusively with Indemnitor. Indemnitee shall provide all pleadingsreasonable cooperation in connection with any such defense by Indemnitor. Counsel and auditor fees, notices filing fees, and communications court costs in all proceedings, contests, or lawsuits with respect to any such claim or asserted liability shall be borne by Indemnitor. If any such claim is made hereunder and Indemnitor does not elect to undertake the third-party defense thereof by written notice to Indemnitee, or does not acknowledge in such written notice its absolute liability to indemnify Indemnitee under this Section 12, Indemnitee shall be entitled to control such litigation and settlement and shall be entitled to indemnity with respect thereto pursuant to the terms of this Section 12, including, without limitation, reasonable attorneys' fees and costs. To the extent that Indemnitor undertakes the defense of such claim by written notice to Indemnitee and diligently pursues such defense at its expense, Indemnitee shall be entitled to indemnification hereunder only to the extent that receipt such defense is unsuccessful as determined by a final judgment of such documents does not affect any privilege relating to any Indemnified Person and shall be entitleda court of competent jurisdiction, at its expense, to participate in, but not to determine or conduct, any defense by written acknowledgment of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionparties.

Third Party Claims. In the event that Parent or the Purchaser becomes aware Surviving Corporation receives written notice of a third-party claim which the Purchaser believes (a “Third Party Claim”) that Parent reasonably expects may result in a claim demand against the Purchaser by or on behalf of an Indemnified PersonWarranty Reserve, Parent shall provide the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection Shareholder Agent with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)prompt written notice thereof. The Seller Shareholder Agent, as representative for the shareholders of the Company, shall have the right to receive copies participate in or, by giving written notice to Parent, to assume the defense of all pleadingsany Third Party Claim at the expense of the Warranty Reserve and by counsel selected by the Shareholder Agent (which counsel must be reasonably satisfactory to Parent), notices and communications Parent will cooperate in good faith (and shall be permitted to participate at Parent’s expense) in such defense; provided, however, that, other than with respect to any Xxxxx Claim, the third-party claim Shareholder Agent shall not be entitled to assume control of the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of any Third Party Claim that (i) could reasonably be expected to have any impact on the third-party claim ongoing operations or settlement negotiations goodwill of the Surviving Corporation or Parent or (ii) could reasonably be expected to result in Losses in excess of the Warranty Reserve. Parent shall have the right to settle any Third Party Claim contemplated by clause (i) or (ii) above with respect to the third-party claim. However, except with the consent of the SellerShareholder Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Shareholder Agent has consented to any such settlement or resolutionsettlement, the Seller Shareholder Agent shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII 9 to the amount of any claim by or on behalf of any Indemnified Person Parent against the Warranty Reserve with respect to the amount of Losses incurred by Parent in such settlement as consented to by the Shareholder Agent. Parent shall not be entitled to settle any Xxxxx Claim without the consent of the Shareholder Agent, which may be granted or resolutiondenied in the Shareholder Agent’s sole discretion. The Shareholder Agent will not settle any Xxxxx Claim without the consent of Parent, which consent shall not be unreasonably withheld.

Third Party Claims. In Should any claim be made against Buyer or the event that the Purchaser becomes aware of Company by a third-person not a party claim to this Agreement with respect to any matter to which the Purchaser believes may result indemnity set forth in Section 9(a) relates (a claim against “Third-Party Claim”), then Buyer shall promptly give the Purchaser by or on behalf Stockholders written notice of an Indemnified Personany such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Stockholders acknowledge to Buyer in writing that such Third-Party Claim is subject to the indemnity set forth in Section 9(a), the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Stockholders shall have the right to receive copies defend or settle any such Third-Party Claim, at his sole expense, on his own behalf and with counsel of all pleadingshis own choosing, notices which counsel shall be reasonably satisfactory to Buyer. In such defense or settlement of any Third-Party Claim, Buyer shall cooperate with and communications assist the Stockholders as is reasonable and may participate therein with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating its own counsel at its sole expense, and Buyer’s written consent shall be a requirement to any Indemnified Person settlement and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Sellerdisposition thereof, which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event provided that the Seller has consented to in any such settlement or resolutiondisposition, the Seller Buyer shall not have be liable for any power or authority to object amounts under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutiondisposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholders. If the Stockholders do not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the Stockholders intend to undertake the defense thereof, and that such claim is subject to the indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholders fail to pursue such defense in a prudent manner, then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholders shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as the Stockholders have given Buyer timely notice that the Stockholders will undertake the defense of the Third-Party Claim, and are defending such Third-Party Claim in good faith, Buyer shall not pay or settle any such Third-Party Claim without the written consent of the Stockholders.

Third Party Claims. In the event that of the Purchaser becomes aware assertion or commencement by any Person of a third-party claim any claim, demand or Proceeding (whether against Parent or against any other Person) with respect to which the Purchaser believes any Indemnified Party may result in a claim against the Purchaser by or on behalf of an Indemnified Personbe entitled to indemnification pursuant to this Article IX, the Purchaser Parent shall have the right in right, at its sole discretion election, to conduct proceed with the defense (including settlement or compromise) of and to settle such claim, demand or resolve Proceeding on its own; provided, however, that if Parent settles or compromises any such claim (and claim, demand or Proceeding without the costs and expenses consent of the Shareholders’ Representative, such settlement or compromise shall not be conclusive evidence of the amount of Damages incurred by the Purchaser Indemnified Party in connection with such defenseclaim, demand or Proceeding (it being understood that if Parent requests that the Shareholders’ Representative consent to a settlement or resolution (including reasonable attorneyscompromise, the Shareholders’ fees, other professionals’ and experts’ fees and court or arbitration costs) Representative shall be included act reasonably in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant determining whether to a claim made hereunderprovide such consent). The Seller Parent shall have give the right Shareholders’ Representative prompt notice after it becomes aware of the commencement of any such claim, demand or legal proceeding against Parent; provided, however, any failure on the part of Parent to receive copies so notify the Shareholders’ Representative shall not limit any of all pleadingsthe obligations of the Shareholders or the Shareholders’ Representative, notices and communications with respect to or any of the third-party claim rights of any Indemnified Party, under this Article IX (except to the extent that receipt such failure materially adversely prejudices the defense of such documents claim, demand or Proceeding). If Parent does not affect elect to proceed with the defense (including settlement or compromise) of any privilege relating to any Indemnified Person and shall be entitledsuch claim, at its expensedemand or Proceeding, to participate in, but not to determine or conduct, any the Shareholders’ Representative may proceed with the defense of such claim, demand or Proceeding with counsel reasonably satisfactory to Parent; provided, however, that the third-party claim Shareholders’ Representative may not settle or settlement negotiations with respect to compromise any such claim, demand or Proceeding without the third-party claim. However, except with the prior written consent of the Seller, Parent (which consent shall may not be unreasonably withheld, conditioned ). No Indemnified Party (other than Parent or delayed and which any successor thereto or assign thereof) shall be deemed permitted to have been given assert any indemnification claim or exercise any other remedy under this Agreement unless the Seller Parent (or any successor thereto or assign thereof) shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any the assertion of such settlement indemnification claim or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any exercise of such other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionremedy.

Third Party Claims. In the event that the Purchaser becomes aware of a third-third party claim (a “Third Party Claim”) which the Purchaser reasonably believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The this Article 8, Purchaser shall promptly notify Seller of such claim, and Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, entitled at its expense, to participate in, but not to determine or conduct, the defense of such Third Party Claim. The failure to so notify Seller shall not relieve Seller of any Liability, except to the extent Seller demonstrates that the defense of such Third Party Claim is actually and materially prejudiced as a result thereof. If there is a Third Party Claim that, if adversely determined, would give rise to a right of recovery for Losses hereunder, then any reasonable third party fees incurred by an Indemnified Party in the investigation or defense of such Third Party Claim, regardless of the outcome of such Third Party Claim, shall be deemed Losses hereunder. Purchaser shall have the right in its sole discretion to conduct the defense of, and to settle, any such Third Party Claim, and Seller shall be entitled to participate at its expense in, and Purchaser shall consult in good faith with Seller with respect to, any defense (and the conduct thereof), negotiation, settlement, adjustment or compromise of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverany such Third Party Claim (“Seller’s Participation Rights”); provided, however, that except with the consent of the Seller, which Seller (such consent shall not to be unreasonably withheld, conditioned withheld or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaserdelayed), no settlement or resolution of any such claim with any third-party claimant Third Party Claim shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter or whether Purchaser is entitled to indemnification under any provision of this Article 8. In the case of any defense of a Third Party Claim Purchaser shall use good faith efforts, subject to Purchaser’s good faith determinations of defense strategy and Purchaser’s good faith business and commercial objectives and considerations relating to the applicable Third Party Claim, to minimize the Losses arising from such Third Party Claim. In the event that the Seller has consented to any such settlement settlement, adjustment or resolutioncompromise, the Seller no Person shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII 8 to the amount of any claim by such settlement, adjustment or on behalf of any Indemnified Person with respect to such settlement or resolutioncompromise constituting a Payable Claim.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a third-party claim (a "Third Party Claim") which the Purchaser believes Acquirer reasonably determines in good faith may result in a claim demand against the Purchaser by or on behalf Escrow Fund, Acquirer shall notify the Company of an Indemnified Personsuch claim, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defenseCompany, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, in any defense of the third-party claim or settlement negotiations with respect to the third-party such claim. HoweverAcquirer shall have the right in its reasonable discretion to settle any such Third Party Claim; provided, except with however, that if Acquirer settles any such Third Party Claim without the Company's consent of the Seller, (which consent shall not be unreasonably withheldwithheld or delayed), conditioned or delayed and which such settlement shall not be deemed dispositive in the event Acquirer makes a claim against the Escrow Fund with respect to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to Losses incurred by Acquirer in such mattersettlement. In the event that the Seller Company has consented to any such settlement or resolutionsettlement, the Seller Company shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII 6 to the amount of any claim by or on behalf Acquirer against the Escrow Fund with respect to the amount of Losses incurred by Acquirer in such settlement. For the avoidance of doubt, the Company shall have the right in its sole discretion and at its sole expense to conduct the defense of, and to settle, any Indemnified Person Third Party Claim which is not an Assumed Liability in accordance with the provisions of this Agreement (an "Assumed Defense") and Acquirer hereby agrees to provide reasonable support at Company's expense with respect to such claims as requested by the Company. If the Company exercises its right to conduct an Assumed Defense, then the Company shall not make any assertion or agree to any settlement in the defense of such Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or resolutiondelayed) of Acquirer to the extent that any such assertion or settlement would prejudice or impair Acquirer's rights and interests in any Purchased Asset, including, but not limited to, any admission of infringement. Notwithstanding anything in this Section 6.2(e) to the contrary, Acquirer shall not make any assertion or agree to any settlement in the defense of any Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or delayed) of the Company to the extent that any such assertion or settlement would (i) result in any obligation on the part of the Company to indemnify a claim pursuant to Section 6.2(a)(i)(C), or (ii) prejudice or impair the Company's ability to defend or settle any claims then pending or threatened against the Company. including, but not limited to, any admission of infringement.

Third Party Claims. In the event that the Purchaser If Mercury becomes aware of a third-party claim which the Purchaser Mercury believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, Mercury shall promptly notify the Purchaser Stockholders Representative of such third-party claim, and provide the Stockholders Representative the opportunity to participate at its own cost in any defense of such claim. Mercury shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and claim; provided, however, that without the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the PurchaserStockholders Representative, no settlement or resolution of any such claim with any third-party claimant claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter; and further provided, however, that, except for amounts satisfied in full from the Escrow Fund, no Indemnified Party shall have the right or authority to settle any such claim with third-party claimants if such settlement would subject any former holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants (excluding any individual who is a then-current or former employee of Mercury or any of its Subsidiaries, but only in his or her capacity as an employee) to any monetary or non-monetary relief or any criminal or quasi-criminal sanctions, penalties or fines or admit that any former holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants has any liability or responsibility for such claim without the written consent of such holder. In If the event that the Seller has consented Stockholders Representative consents to any such settlement referred to in the first proviso of the preceding sentence, neither the Stockholders Representative nor current or resolutionformer holder of Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants immediately prior to the Seller Effective Time shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount or validity of any claim by or on behalf of any Indemnified Person for indemnity with respect to such settlement settlement. Notwithstanding any other provision of this Agreement, any Losses incurred or resolutionsuffered by the Indemnified Persons, directly or indirectly, as a result of such claim, shall constitute Losses subject to indemnities under Section 7.2.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror in good faith believes may result in a claim against the Purchaser for Indemnifiable Damages by or on behalf of an Indemnified PersonParty, the Purchaser Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ feesfees (other than those of in-house legal counsel), other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder; provided that no such costs, expenses or fees shall be Indemnifiable Damages if the underlying third-party claim does not give rise to Indemnifiable Damages). The Seller Indemnifying Parties’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Party and shall be entitled, at its his expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerIndemnifying Parties’ Agent in writing (and to the extent by which recourse is limited to Escrow Cash or Escrow Stock, which such consent shall not to be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaserdelayed), no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterclaim. In the event that the Seller Indemnifying Parties’ Agent has consented to any such settlement or resolutionresolution being determinative of the existence of or amount of Indemnifiable Damages relating to such claim, neither the Seller Indemnifying Parties’ Agent nor the Company Indemnifying Parties shall not have any power or authority to object under Section 7.4 8.7 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person Party against the Escrow Fund for indemnity with respect to such settlement or resolution.

Third Party Claims. (A) In the event that the Purchaser becomes Buyers become aware of a third-party claim relating to allegations of Intellectual Property infringement or challenging the rights of the Buyers to Intellectual Property Rights, for which the Purchaser indemnification may by sought under this ARTICLE 8, which Buyers reasonably believes may result in a claim against Loss that is indemnifiable hereunder, Buyers shall notify the Purchaser by or on behalf Company of an Indemnified Personsuch claim, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Company shall be entitled, at its expense, to participate in, but not to determine or conduct, any the defense of such claim. Delay or failure in so notifying the Company shall relieve the Company of its obligations under this ARTICLE 8 only to the extent, if at all, that the Company is adversely and materially prejudiced by reason of such delay or failure. If there is any such third-party claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts incurred or settlement negotiations with respect to the accrued in defense of such third-party claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. However, except Buyers shall have the right in their sole discretion to conduct the defense of such claim; provided that the Buyer shall not enter into any settlement agreement with respect to any such third party claim without obtaining the prior consent of the SellerCompany, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that that, notwithstanding the Seller has consented to any such settlement or resolutionpreceding sentence, the Seller Buyer shall enter into a settlement agreement without attempting to obtain the consent of the Company, or shall enter into a settlement agreement from which the Company has reasonably withheld its consent, the Buyer shall not have any power or authority be entitled to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person indemnification hereunder with respect to Losses suffered by the Buyer in connection with such settlement or resolutionthird party claim. The Buyer shall keep the Company reasonably and promptly informed of material progress and developments in those aspects of the matter that relate to the Buyer’s claim for indemnification hereunder and provide the Company with copies of all relevant documents and such other information in its possession as may be requested by the Company.

Third Party Claims. In the event that the Purchaser McAfee becomes aware of a third-party claim which the Purchaser McAfee believes may result in a claim demand against the Purchaser by or on behalf Escrow Fund, McAfee shall promptly notify the Shareholders' Agent of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)claim. The Seller McAfee shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party settle any claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the written consent of the SellerShareholders' Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has Shareholders' Agent have consented to any such settlement or resolutionsettlement, the Seller Shareholders shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person McAfee against the Escrow Fund for indemnity with respect to such settlement settlement. If any proceeding is commenced, or resolution.if any claim, demand or assessment is asserted, in respect of which a claim for indemnification is or might be made against the Escrow Fund based on matters other than (i) SHBV Intellectual Property Rights or (ii) claims made by customers of McAfee, SHBV or McAfee Nederland, the Shareholders may, at their option, contest or defend any such action, proceeding, claim, demand or assessment, with counsel selected by the Shareholders who is reasonably acceptable to McAfee; provided, however, that if McAfee shall reasonably object to such control, then the Shareholders and McAfee shall cooperate in the defense of such matter; provided further, that the Shareholders shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without prior written consent of McAfee, which consent shall not be unreasonably withheld. With respect to any claim for indemnification based on matters relating to SHBV Intellectual Property Rights or customers of SHBV, McAfee or McAfee Nederland, McAfee shall have the option to defend any such proceedings; provided, however, that

Third Party Claims. In The obligations and liabilities of Sellers with respect to a Third Party Claim for which a Buyer Indemnified Party is entitled to indemnification pursuant to this Section 11.2 will be subject to the event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall following terms and conditions. Buyer will have the right in its sole discretion (including the selection of counsel) to conduct defend against, direct the defense of and to of, or settle or resolve any such claim (Third Party Claim and the costs and expenses incurred by the Purchaser in connection with such defenseany related Proceeding, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included but Sellers must reasonably cooperate in the Indemnifiable Damages for which defense thereof. In connection therewith, Buyer agrees (i) to keep Sellers Representative reasonably informed of its defense and resolution of the Purchaser may seek indemnification pursuant Third Party Claim, (ii) to a claim made hereunder). The Seller shall have the right report to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledSellers Representative in writing, at its expenseleast quarterly, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII as to the amount of any claim by or on behalf Losses (including attorneys’ fees and expenses) incurred as of the date of such report, together with a good faith estimate of the amount of any Indemnified Person additional Losses that Buyer expects may be incurred in the future based upon the status of such matters as of such date, and (iii) that it will make reasonable judgments with respect to incurring costs and expenses (including the selection of outside counsel) in a similar manner and based on similar factors as it does for similar third party claims for which it has no claim against Sellers for indemnification. No compromise, discharge or settlement of, or admission of liability in connection with, such settlement claims may be effected by a Buyer Indemnified Party without the written consent of Sellers Representative (which consent will not be unreasonably withheld or resolutiondelayed), unless the Buyer Indemnified Party has waived any right to indemnification therefor by Sellers. Buyer will only charge Sellers for (or otherwise allocate to Sellers as Losses hereunder) any out-of-pocket costs or expenses incurred by Buyer or its Affiliates (including Company) related to the handling or defense of the Third Party Claim. So long as Buyer is conducting the defense of the Third Party Claim in accordance with Section 11.2(g)(ii), Sellers may retain separate co-counsel at their sole cost and expense and participate in the defense of the Third Party Claim.

Third Party Claims. (a) In the event that the Purchaser Acquiror or another Indemnified Person becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser for indemnification pursuant to this ARTICLE V by or on behalf of an Indemnified Person, Acquiror shall promptly notify the Purchaser Company Holders’ Agent of such third-party claim. Notwithstanding the foregoing, no delay in providing such notice within the Escrow Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Company Holders’ Agent or the Company Holders are materially prejudiced thereby. Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable potential Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder); provided that Acquiror may not settle any such third-party claim without the consent of the Company Holders’ Agent (not to be unreasonably withheld or delayed) unless such third-party claim includes any claims of non-monetary relief or the settlement or resolution involves monetary relief in excess of twice the amount then remaining in the Escrow Fund. The Seller Company Holders’ Agent shall have the right to receive copies of all pleadings, notices notices, communications and communications such other documents and information as may be reasonably requested with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conductconduct or settle, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no No settlement or other resolution of any such claim with any third-party claimant shall be determinative of the existence of existence, validity or amount of Indemnifiable any Damages relating to such matter. In the event that the Seller Company Holders’ Agent has consented in writing to any such settlement or resolution, neither the Seller Company Holders’ Agent nor any Company Holder shall not have any power or authority to object under Section 7.4 5.4 or any other provision of this Article VII ARTICLE V to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution up to (in the aggregate for all Indemnified Persons) the amount of such settlement or resolution.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-third party claim which the Purchaser Parent reasonably believes may result in a demand against the Escrow Fund or for other indemnification pursuant to this Article VIII, Parent shall notify the Stockholder Representative of such third party claim if such claim occurs during the Escrow Period, or each of the Indemnifying Parties that Parent (or any other Indemnified Parties) may bring a claim against if such third party claim occurs after the Purchaser by or on behalf of an Indemnified Person, the Purchaser Escrow Period. Parent shall have the right in its sole discretion to conduct the defense of of, and to settle or resolve settle, any such claim; provided, however, that except with the consent of the Stockholder Representative, no settlement of any such claim (with third party claimants shall be determinative of the amount of Losses relating to such matter. In the event that the Stockholder Representative has consented to any such settlement, the amount of such settlement shall be conclusively and irrebuttably presumed to be reasonable, and the costs Stockholder Representative shall not make, and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller courts shall have no power or authority to hear, any objection under any provision of this Article VIII to the right to receive copies amount of all pleadings, notices and communications any claim by Parent against the Escrow Fund with respect to the third-amount of Losses incurred by Parent in such settlement. The Stockholder Representative and any other Indemnifying Party against whom any Parent Indemnified Party has brought a claim for indemnification arising out of such third party claim to (after the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Escrow Period) shall be entitledentitled on behalf of the Indemnifying Parties, at its expensesole option and expense (or, in the case of the Stockholder Representative, at the expense of the Indemnifying Holders), to participate in, but not to determine or conduct, any the defense of such claim. If Parent does not elect to proceed with the third-defense of any such third party claim, the Stockholder Representative may proceed with the defense of such third party claim; provided, however, that the Stockholder Representative may not settle, adjust or compromise any such third party claim or settlement negotiations with respect to without the third-party claim. However, except with the prior written consent of the Seller, Parent (which consent shall may not be unreasonably withheldwithheld or delayed), conditioned unless such settlement, adjustment or delayed and which shall be deemed to have been given unless compromise: (i) involves the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement payment of monetary damages in an amount less than or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII equal to the amount of Losses for which the Indemnifying Parties are potentially liable under this Article VIII in connection with such third party claim; (ii) includes a complete and unconditional release of the Indemnified Parties in respect of the third party claim, (iii) involves no admission of wrongdoing by the Indemnified Parties, and (iv) excludes any claim by injunctive or on behalf of any non-monetary relief applicable to the Indemnified Person with respect to such settlement or resolutionParties.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a thirdclaim by a third party (a “Third-party claim which the Purchaser Party Claim”) that Acquirer in good faith believes may result in a claim against the Purchaser for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquirer shall promptly deliver a Claim Certificate in respect thereof; provided that no delay in providing such Claim Certificate within the Purchaser applicable Claims Period shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Securityholders’ Agent or the Company Securityholders are materially prejudiced thereby. Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by the Purchaser Acquirer in connection with such defense, settlement settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 to the extent that it is determined pursuant to Sections 8.5 and 8.6 that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2); provided that Acquirer shall request the Securityholders’ Agent’s written consent prior to entering into any settlement agreement with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed) and in the event that the Securityholders’ Agent does not consent to such settlement agreement in writing, any Indemnifiable Damages shall be determined pursuant to Sections 8.5 and 8.6. Notwithstanding anything herein to the contrary, Acquirer may not assume the defense of any Third-Party Claim that is brought directly against any Securityholder, and such Securityholder shall maintain the right to defend any such claims. The Seller Securityholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Person, subject to execution by the Securityholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information; provided that in the event that any privilege would be affected, the parties shall use commercially reasonable efforts to enter into a joint defense or common privilege agreement, and provide such copies of all pleadings, notices and communications not subject to the privilege. The Securityholders’ Agent shall be entitled, have the right to participate as an observer in any Third-Party Claim with counsel of its choice and at its expense, to participate in, but not to determine or conduct, any defense own expense (on behalf of the third-party claim or settlement negotiations with respect to the third-party claimCompany Securityholders). However, except with Acquirer shall have the consent right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the Sellersettlement, adjustment or compromise of such Third-Party Claim. In the event that the Securityholders’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which delayed), neither the Securityholders’ Agent nor any Company Stockholder shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary herein, (i) to the extent the provisions of Section 5.14(e) are inconsistent with this Section 8.8, the provisions of Section 5.14(e) shall govern any Third-Party Claim relating to Taxes and (ii) the Securityholders’ Agent shall not object to a claim for costs and expenses incurred by Acquirer in connection with the defense, enforcement, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) of a Third-Party Claim on the basis that there has been no ultimate determination (including a judgment of a court or a finding of an arbitral body) with respect to such Third-Party Claim to the extent Acquirer is otherwise entitled to indemnification for Indemnifiable Damages with respect to such Third-Party Claim hereunder.

Third Party Claims. In The Purchaser shall, within three 3 Business Days, give notice to the event that Sellers of any claim, suit, action or proceeding brought or threatened by a third party (including the Affiliates of the Sellers and the Purchaser becomes aware other than the Company and the dAF-Consolidated Companies) including, for the avoidance of a third-party claim doubt, any audits or examinations by tax, environmental or other Governmental or Regulatory Authorities in respect of which the Purchaser believes may result in raise claims under Section 6.1 against any Seller hereunder (a claim against “Third Party Claim”). In each case of a Third Party Claim the Purchaser shall (i) make available to the Sellers a copy of the documents substantiating the Third Party Claim and of all documents relating to the Third Party Claim, (ii) ensure that Sellers be provided with all materials, information and assistance they deem relevant in relation to the Third Party Claim, (iii) be given reasonable opportunity to comment or discuss with the Purchaser, the Company and/or the relevant dAF-Consolidated Company any measures that are necessary or appropriate to take or omit in connection with a Third Party Claim, (iv) give the Sellers an opportunity to review and comment on reports of, and to participate in, relevant Tax and social security audits or other measures and receive without undue delay copies of all relevant orders (Bescheide) of any Governmental or Regulatory Authority, (v) fully cooperate with the Sellers, (vi) provide the Sellers and their advisors with reasonable access during normal business hours and permit the Sellers and their advisors to consult with the directors, employees, representatives and advisors of the Purchaser, the Company and relevant dAF-Consolidated Companies. Any admission of liability made by or on behalf of an Indemnified Personthe Purchaser, the Company or dAF-Consolidated Companies in relation to the Third Party Claim or any compromise or settlement, made without the prior written consent of the Sellers, shall not be binding on the Sellers as to the legal situation or the underlying facts. The failure of the Purchaser to comply with its obligations under this Section 6.3 shall have release the right in its sole discretion Sellers from their respective obligations under Section 6.1 above or any other liability to conduct the defense Purchaser for reason of the Third Party Claim, if and to settle or resolve the extent that the Purchaser’s failure to comply with the obligations under this Section 6.3 has actually prejudiced the Sellers in any material respect with respect to such claim (Third Party Claim. If a Breach occurred, any and the all costs and expenses incurred by the Purchaser Sellers in defending such Third Party Claim shall be borne by the Sellers. If a Breach did not occur, any and all costs and expenses incurred by the Sellers in connection with such defense, settlement or resolution the defense (including reasonable attorneys’ advisor’s fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent borne by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser becomes aware of If any indemnifiable claim by a third-third party claim which the Purchaser believes may result in a claim is made against the Purchaser by or on behalf of an any Indemnified Person, such Indemnified Person shall promptly provide written notice to the Purchaser Company of such claim; provided that the failure to give such notice shall have not affect any rights of such Indemnified Person hereunder except to the right in its sole discretion extent the Company is materially prejudiced by such failure to conduct give notice. By delivering written notice to such Indemnified Person within 15 days after receipt of such Indemnified Person's notice, the Company may, or upon written request of such Indemnified Person shall, assume the defense of and to settle or resolve any such claim at its sole expense through counsel reasonably satisfactory to such Indemnified Person, provided that (i) the Company shall not permit any Encumbrance upon any asset of such Indemnified Person, (ii) the Company shall permit such Indemnified Person to participate in such settlement or defense through counsel selected by such Indemnified Person at such Indemnified Person's expense, and (iii) the Company shall agree to promptly reimburse such Indemnified Person for the full amount of its liability to the third party claimant. If the Company shall not have employed counsel to defend such claim or if such Indemnified Person shall have reasonably concluded that the E-41 18 position of such Indemnified Person and the costs and expenses incurred by Company may be in conflict, the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Company shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall not have the right to receive copies direct the defense of all pleadings, notices and communications with respect to the third-party any such claim to the extent that receipt on behalf of such documents does not affect any privilege relating to any Indemnified Person and the legal and other expenses incurred by such Indemnified Person shall be entitledborne by the Company. No action, at its expense, to participate in, but not to determine suit or conduct, proceeding for which indemnification may be sought shall be compromised or settled in any defense manner which might have a material adverse effect on the interests of the third-party claim or settlement negotiations with respect to Company without the third-party claim. However, except with the prior written consent of the Seller, Company (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter). In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of Notwithstanding anything in this Article VII to the amount contrary, the Company shall not, without the written consent of the Indemnified Person, (i) settle or compromise any action, suit or proceeding or consent to the entry of any claim judgment which does not include as an unconditional term thereof the delivery by the claimant or on behalf plaintiff to the Indemnified Person of a written release from all liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the Indemnified Person other than as a result of money damages or other money payments. The Company shall pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Person with respect to such settlement or resolutionin enforcing the indemnity provided for in this Article VII.

Third Party Claims. In the event that the Purchaser becomes aware of a thirdclaim by a third party (other than a claim with respect to Taxes, which shall instead be governed by Section 7.5(d) or a claim with respect to the Specified Litigation) (a “Third-party claim which the Party Claim”) that Purchaser in good faith reasonably believes may result in a claim against the Purchaser for Indemnifiable Damages by or on behalf of an a Purchaser Indemnified PersonParty, the Purchaser shall have the right in its sole discretion to conduct conduct, by counsel or other representatives of its own choosing, the defense of and and, solely with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the if Purchaser may seek shall be entitled to receive indemnification pursuant to a claim made hereunder)hereunder with respect to such Third-Party Claim. The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Purchaser and to the extent permitted by Applicable Law. Seller shall be entitledhave the right, at its expensecost, to participate inin the defense of any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, but adjustment or compromise thereof). In the event that Seller has consented in writing to the amount of any settlement or resolution by Purchaser of any such claim (such consent not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the delayed) or if Seller shall have objected within thirty (30) days after a written request for such been determined to have unreasonably withheld, conditioned or delayed its consent by to the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII IX to the amount of any claim by or on behalf of any Purchaser Indemnified Person Party for indemnity with respect to such settlement or resolution. With respect to a claim by a third party with respect to the Specified Litigation (a “Specified Third-Party Claim”), Seller shall have the right in its sole discretion to conduct, by counsel or other representatives of its own choosing, the defense of and to settle or resolve such Specified Third-Party Claim; provided that Purchaser’s consent shall be required in connection with any such settlement that imposes obligations on Purchaser or its Affiliates that are not indemnifiable by Seller under this Article IX. Purchaser shall have the right to receive copies of all pleadings, notices and communications with respect to such Specified Third-Party Claim to the extent that receipt of such documents does not affect any privilege relating to Seller and to the extent permitted by Applicable Law.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser Escrow Shares by or on behalf of an Indemnified Person, the Purchaser Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder). The Seller Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerStockholders’ Agent, which consent shall not be unreasonably withheldwithheld or conditioned, conditioned or delayed and which shall be deemed to have been given unless the Seller Stockholders’ Agent shall have objected within thirty (30) 15 days after a written request for such consent by the PurchaserAcquiror, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Stockholders’ Agent has consented to any such settlement or resolution, neither the Seller Stockholders’ Agent nor the former Company Stockholders shall not have any power or authority to object under Section 7.4 9.6(b) or any other provision of this Article VII IX to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Shares for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser becomes aware of we reimburse you for a third-party refund claim which the Purchaser believes may result in you have made, or if we otherwise provide you with a claim against the Purchaser by credit or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications payment with respect to the third-party claim to the extent that receipt any problem arising out of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except transaction made with the consent of the SellerCard, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be you are automatically deemed to assign and transfer to us any rights and claims (excluding tort claims) that you have, had or may have been given unless the Seller shall have objected within thirty (30) days after a written request against any third party for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or an amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII equal to the amount we have paid to you or credited to your Card. You agree that you will not pursue any claim against or reimbursement from such third party for the amount that we paid or credited to your Card, and that you will cooperate with us if we decide to pursue the third party for the amount paid or credited to you. If we do not exercise our rights under this section, we do not give up our rights to exercise them in the future. Disclaimer of Warranties: EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, REGARDING ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. Limitation of Liability: EXCEPT AS EXPRESSLY REQUIRED BY THIS AGREEMENT OR APPLICABLE LAW, WE WILL NOT BE LIABLE TO YOU FOR PERFORMING OR FAILING TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT UNLESS WE HAVE ACTED IN BAD FAITH. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE TO YOU FOR DELAYS OR MISTAKES RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, NATIONAL EMERGENCIES, INSURRECTION, WAR, RIOTS, FAILURE OF MERCHANTS TO PERFORM OR PROVIDE SERVICES, FAILURE OF COMMUNICATION SYSTEMS, OR FAILURES OF OR DIFFICULTIES WITH OUR EQUIPMENT OR SYSTEMS. ALSO WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE TO YOU FOR ANY DELAY, FAILURE OR MALFUNCTION ATTRIBUTABLE TO YOUR EQUIPMENT, ANY INTERNET SERVICE, ANY PAYMENT SYSTEM OR ANY CUSTOMER SERVICE FUNCTION. IN THE EVENT THAT WE ARE HELD LIABLE TO YOU, YOU WILL ONLY BE ENTITLED TO RECOVER YOUR ACTUAL AND DIRECT DAMAGES. IN NO EVENT WILL YOU BE ENTITLED TO RECOVER ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. Website and Availability: Although considerable effort is made to ensure that our Website and other operational and communications channels available around the clock, we do not warrant these channels to be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website changes, or failures, nor will we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labour disputes and armed conflicts. We will not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses that may affect your computer or other equipment. You agree to act responsibly with regard to the Website and its use. You will not violate any laws, interfere or disrupt computer networks, impersonate another person or entity, violate the rights of any claim by third party, stalk, threaten or on behalf of harass anyone, gain any Indemnified Person unauthorized entry, or interfere with respect to such settlement or resolutionthe Website’s systems and integrity.

Third Party Claims. In Should any claim be made against Buyer, the event that the Purchaser becomes aware of Company or any Subsidiary by a third-person not a party claim to this Agreement with respect to any matter to which the Purchaser believes may result indemnity set forth in Section 9(a) relates (a claim against "Third-Party Claim"), then Buyer shall promptly give the Purchaser by or on behalf Stockholders written notice of an Indemnified Personany such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If a Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject to the indemnity set forth in Section 9(a), the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Stockholder shall have the right to receive copies defend or settle any such Third-Party Claim, at his sole expense, on his own behalf and with counsel of all pleadingshis own choosing, notices which counsel shall be reasonably satisfactory to Buyer. In such defense or settlement of any Third-Party Claim, Buyer shall cooperate with and communications assist the Stockholder as is reasonable and may participate therein with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating its own counsel at its sole expense, and Buyer's written consent shall be a requirement to any Indemnified Person settlement and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Sellerdisposition thereof, which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event provided that the Seller has consented to in any such settlement or resolutiondisposition, the Seller Buyer shall not have be liable for any power or authority to object amounts under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutiondisposition and such settlement or disposition shall contain a complete release of Buyer from any liability. Failure by Buyer to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Stockholders. If a Stockholder does not notify Buyer within ten (10) days after receipt of Buyer's written notice of a Third-Party Claim that the Stockholder intends to undertake the defense thereof, and that such claim is subject to the indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholder fails to pursue such defense in a prudent manner, then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholders, jointly and severally, shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer in respect thereof. So long as a Stockholder has given Buyer timely notice that the Stockholder will undertake the defense of the Third-Party Claim, and is defending such Third-Party Claim in good faith, Buyer shall not pay or settle any such Third-Party Claim without the consent of the defending Stockholder, which shall not be unreasonably withheld or delayed, unless the continued unresolved existence of such Third-Party Claim may have, in Buyer's reasonable judgment, a material adverse effect on the business of Buyer, the Company or any Subsidiary, or on Buyer, the Company or the any Subsidiary (including, but not limited to, any attachment, lien or other encumbrance on Buyer, the Company or any Subsidiary, or their assets, any refusal of any suppliers or customers of Buyer, the Company or any Subsidiary to do business with Buyer, the Company or any Subsidiary while such Third-Party Claim is pending, or if the continued unresolved existence of any such Third-Party Claim would constitute a default or an event of default under any loan or other credit facilities to which Buyer, the Company or any Subsidiary is a party), in any of which cases Buyer shall have the right to settle such Third-Party Claim, and the Stockholders, jointly and severally, shall indemnify Buyer for the full amount of all Losses paid or suffered by Buyer, the Company and the Subsidiaries in respect thereof.

Third Party Claims. In If any Buyer Indemnified Party receives notice of the event assertion or commencement of any claim or Legal Proceeding (whether against the Company, Buyer or any other Person) made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of any of the foregoing (a “Third Party Claim”) against such Buyer Indemnified Party with respect to which the Indemnifying Securityholders are obligated to provide indemnification under this Agreement, the Buyer Indemnified Party shall give the Securityholders’ Representative reasonably prompt written notice thereof. The failure to promptly give such written notice shall not, however, relieve the Indemnifying Securityholders of their indemnification obligations, except and only to the extent that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of Indemnifying Securityholders are actually and to settle or resolve any such claim (and the costs and expenses incurred materially prejudiced thereby. Such notice by the Purchaser Buyer Indemnified Parties shall describe the Third Party Claim in connection with such defensereasonable detail, settlement shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall may be included in sustained by the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)Buyer Indemnified Parties. The Seller Securityholders’ Representative shall have the right to receive copies of all pleadingsparticipate in or, notices and communications with respect upon providing written notice to the third-party claim to the extent that Buyer Indemnified Parties within fifteen (15) days of receipt of such documents does not affect any privilege relating notice of such Third Party Claim in which the Securityholders’ Representative acknowledges on behalf of the Indemnifying Securityholders without qualification the Indemnifying Securityholders’ indemnification obligation hereunder (subject only to any Indemnified Person the applicable limitations set forth in Section 8.3 and shall be entitled, at its expensethis Section 8.6), to participate in, but not to determine or conduct, any assume the defense of any Third Party Claim at the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed Indemnifying Securityholders’ expense and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterSecurityholders’ Representative own counsel. In the event that the Seller has consented Securityholders’ Representative assumes the defense of any Third Party Claim, subject to any such settlement or resolutionSection 8.7(b), the Seller Buyer Indemnified Parties shall cooperate reasonably in the defense thereof. The Buyer Indemnified Parties shall have the right to participate in the defense of any Third Party Claim with counsel selected by it, subject to the Securityholders’ Representative’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Buyer Indemnified Parties; provided, that if in the reasonable opinion of counsel to the Buyer Indemnified Parties, there are legal defenses available to a Buyer Indemnified Party that are different from or additional to those available to the Indemnifying Securityholders, such fees and disbursements shall be at the expense of the Indemnifying Securityholders. If the Securityholders’ Representative elects not to compromise or defend such Third Party Claim, fails to give timely and sufficient notification to the Buyer Indemnified Parties in writing of its election to defend as provided in this Agreement, or loses its right to defend such Third Party Claim by failing to diligently defend such Third Party Claim, the Buyer Indemnified Parties may, subject to Section 8.6(b), without prejudice to its right to indemnification hereunder, pay, compromise and defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Notwithstanding anything to the contrary contained in this Section 8.6, the Securityholders’ Representative shall not have be entitled to assume control of a Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any power criminal proceeding, action, indictment, investigation or authority to object under Section 7.4 allegation, (ii) the Third Party Claim seeks injunctive or other equitable relief or relief other than for monetary Damages against the Buyer Indemnified Parties, (iii) the Buyer Indemnified Parties reasonably believe that the Third Party Claim, if adversely determined, would impair in any material respect the financial condition, business, operations, reputation or prospects of the Buyer Indemnified Parties or any other provision of this Article VII to their respective Affiliates, (iv) an actual or readily apparent conflict of interest (as determined by the amount Buyer Indemnified Parties after obtaining advice of any claim by or on behalf of any counsel) exists between the Indemnifying Securityholders and the Buyer Indemnified Person Parties with respect to the Third Party Claim that precludes effective joint representation, (v) the Third Party Claim is, in the discretion of the Buyer Indemnified Parties, subject to recovery under the R&W Insurance Policy, or (vi) the amounts reasonably expected to be incurred in connection with such settlement Third Party Claim, together with all other outstanding claims on the Indemnity Escrow Fund, exceed the amount remaining in the Indemnity Escrow Fund. If, pursuant to this Section 8.6(a), the Buyer Indemnified Parties so contest, defend, litigate or resolutionsettle a Third Party Claim for which they are entitled to indemnification hereunder, the Buyer Indemnified Parties shall be reimbursed by the Indemnifying Securityholders for the reasonable attorneys’ fees and other expenses of defending the Third Party Claim which are incurred from time to time, promptly following the presentation to the Securityholders’ Representative of itemized bills for such attorneys’ fees and other expenses, subject, however, to any applicable limitations set forth in Section 8.3 this Section 8.6. Subject to any applicable limitations set forth in this Section 8.6, all expenses (including attorneys’ fees) incurred by the Securityholders’ Representative in connection with the foregoing shall be paid by the Indemnifying Securityholders.

Third Party Claims. In If any Buyer Indemnitee receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Buyer Indemnitee with respect to which a Seller Party is obligated to provide indemnification under this Agreement, Buyer Indemnitee shall give the Seller Parties reasonably prompt written notice of the Third Party Claim, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Seller Parties of their indemnification obligations, except and only to the extent that the Purchaser becomes aware Seller Parties forfeit rights or defenses by reason of a third-party claim which such failure. Such notice by Buyer Indemnitee shall describe the Purchaser believes Third Party Claim in reasonable detail, shall include copies of all material written evidence of the Third Party Claim and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may result be sustained by Buyer Indemnitee. The Seller Parties shall have the right to participate in, or by giving written notice to Buyer Indemnitee, to assume the defense of any Third Party Claim at the Seller Parties’ expense and by the Seller Parties’ own counsel, and Buyer Indemnitee shall cooperate in a claim against good faith in such defense; provided, that the Purchaser Seller Parties shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense a Person that is a supplier or customer of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30y) days after a written request for such consent by the Purchaser, no settlement seeks an injunction or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterother equitable relief against Buyer Indemnitees. In the event that the Seller has consented Parties assume the defense of any Third Party Claim, subject to Section 7.4(b), the Seller Parties shall have the right to take such action as they deem necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such settlement or resolution, Third Party Claim in the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or name and on behalf of Buyer Indemnitee. Buyer Indemnitee shall have the right to participate in the defense of any Indemnified Person Third Party Claim with respect counsel selected by it subject to the Seller Parties’ right to control the defense of the Third Party Claim. The fees and disbursements of such counsel shall be at the expense of the Seller Parties. If the Seller Parties elect not to compromise or defend such Third Party Claim, fail to promptly notify Buyer Indemnitee in writing of their election to defend as provided in this Agreement, or fail to diligently prosecute the defense of such Third Party Claim, Buyer Indemnitee may, subject to Section 7.4(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such settlement or resolutionThird Party Claim. The Seller Parties and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the nondefending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. In Within ten Business Days after an Indemnitee receives written notice of the event that the Purchaser becomes aware commencement of a third-any Proceeding by any third party claim which the Purchaser such Indemnitee reasonably believes may result in give rise to a claim for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under this Article X, notify such Indemnitor in writing in reasonable detail of such Proceeding and include with such notice copies of all notices and documents (including court papers) served on or received by the Purchaser by Indemnitee from or on behalf of an Indemnified Personsuch third party. Upon receipt of such notice, the Purchaser Indemnitor shall have be entitled to participate in such Proceeding, or, by giving written notice to the right in its Indemnitee to assume the defense thereof at the Indemnitor's sole discretion expense, with counsel reasonably satisfactory to conduct the Indemnitee. After notice to the Indemnitee of the Indemnitor's election to assume the defense of and such Proceeding, the Indemnitor shall not be liable to settle the Indemnitee under this Article X for any legal or resolve any such claim (and the costs and other expenses subsequently incurred by the Purchaser Indemnitee in connection with the defense thereof other than reasonable costs of investigation, provided that if within twenty days after receiving written notice from the Indemnitee (i) the Indemnitor fails to take reasonable steps necessary to defend diligently such Proceeding or (ii) the Indemnitor has not undertaken fully to indemnify the Indemnitee in respect of all Costs relating to 147 155 the matter, the Indemnitee may assume its own defense, settlement and the Indemnitor will be liable for all reasonable costs or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court expenses paid or arbitration costs) shall be included incurred in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)connection therewith. The Seller shall have Indemnitor will not enter into any settlement of any Proceeding without the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the SellerIndemnitee, which consent shall not be unreasonably withheld, conditioned . If a firm offer is made to settle a Proceeding without leading to liability or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after creation of a written request for such consent by financial or other obligation on the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative part of the existence of or amount of Indemnifiable Damages relating Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnitor desires to accept and agree to such matter. In the event that the Seller has consented to any such settlement or resolutionoffer, the Seller shall Indemnitor will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm offer within ten Business Days after receipt of such notice, the Indemnitee may continue to contest or defend such Proceeding and, in such event, the maximum liability to the Indemnitor as to such Proceeding will not have any power or authority to object under Section 7.4 or any other provision of this Article VII to exceed the amount of any claim such settlement offer, plus costs and expenses paid or incurred by the Indemnitee through the end of such ten Business Day period. Unless it has been conclusively determined through a final judicial determination (or on behalf of any Indemnified Person settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 10.2(d), the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such Proceeding (i) unless such 148 156 settlement or resolutioncompromise includes an unconditional release of the Indemnitor and the Indemnitee from all liability arising out of such Proceeding, and (ii) without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The parties hereto agree to render to the others such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such Proceeding, including providing relevant documentation to the other parties and making employees available on a mutually convenient basis to provide additional information and explanation of any relevant materials or to testify in or with respect to such Proceeding.

Third Party Claims. In the event that the Purchaser Buyer becomes aware of a third-party claim which the Purchaser Buyer in good faith believes may result in a claim against the Purchaser for indemnification under this Article VII by or on behalf of an a Buyer Indemnified Person, the Purchaser Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the reasonable costs and expenses incurred by the Purchaser Buyer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Buyer may seek indemnification pursuant to a claim made hereunder). The Seller Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Buyer Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Representative shall have objected within thirty twenty (3020) days after a written request for such consent by the PurchaserBuyer, no settlement or resolution by Buyer of any such claim with any third-party claimant that gives rise to a claim for indemnification by or on behalf of a Buyer Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Representative has consented to any such settlement or resolution, the Seller Representative shall not have any power or authority to object under Section 7.4 7.5 or any other provision of this Article VII to the amount of any claim by or on behalf of any Buyer Indemnified Person against the Escrow Shares or otherwise for indemnity with respect to such settlement or resolution.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser Escrow Fund by or on behalf of an Indemnified Person, Acquiror shall promptly notify the Purchaser Shareholders’ Agent of such third-party claim. Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, defense or settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder). The Seller Shareholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerShareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Shareholders’ Agent shall have objected within thirty (30) 15 days after a written request for such consent by the PurchaserAcquiror, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Shareholders’ Agent has consented to any such settlement or resolutionsettlement, neither the Shareholders’ Agent, Seller nor any Closing Holder shall not have any power or authority to object under Section 7.4 8.5 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolutionsettlement.

Third Party Claims. In Should any Third-Party Claim be made against the event that the Purchaser becomes aware of a third-party claim Stockholder with respect to any matter to which the Purchaser believes may result indemnity set forth in a claim against Section 10(a) relates, then the Purchaser by or on behalf Stockholder shall promptly give Buyer written notice of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Buyer shall have the right to receive copies of all pleadings, notices and communications with respect to the thirddefend or settle any such Third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledParty Claim, at its sole expense, on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to participate in, but not to determine or conduct, any the Stockholder. The Stockholder agrees that Pxxxxxxxx Xxxxxxxxxx & Lxxx LLP is satisfactory. In such defense of the third-party claim or settlement negotiations of any claim, the Stockholder shall cooperate with respect and assist Buyer to the third-party claim. Howevermaximum extent reasonably possible and may participate therein with its own counsel at its own expense, except with and the Stockholder’s written consent of the Sellershall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheldwithheld or delayed. Failure by the Stockholder to give notice within a reasonable period of time shall not constitute a defense, conditioned in whole or delayed in part, to any claim for indemnification by the Stockholder, except only to the extent that such failure by the Stockholder shall result in a material prejudice to Buyer. If Buyer does not notify the Stockholder within 10 days after receipt of the Stockholder’s written notice of a Third-Party Claim that Buyer intends to undertake the defense thereof, and which shall be deemed that such claim is subject to have been given unless the Seller indemnity set forth in Section 10(a), or if after undertaking such defense Buyer fails to pursue such defense in a prudent manner, then the Stockholder shall have objected within thirty (30) days after a written request the right to contest, settle or compromise the claim and Buyer shall indemnify the Stockholder for such consent the full amount of all Losses paid or suffered by the PurchaserStockholder in respect thereof. Notwithstanding the foregoing, no settlement so long as Buyer is contesting any such Third Party Claim in good faith, the Stockholder shall not have the right to pay or resolution of settle any such claim with any third-party claimant shall be determinative without the prior written consent of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionBuyer.

Third Party Claims. In the event that the a Purchaser Indemnified Person becomes aware of a third-party claim which could result in Damages for which it or any other Purchaser Indemnified Person may be entitled to indemnification hereunder, such Purchaser Indemnified Person shall promptly and without delay notify Seller Representative of such third-party claim, and Sellers shall be entitled, at their own expense, to participate in any defense of such claim; provided, however, that no delay or failure on the part of the Purchaser believes may result in a notifying the Seller Representative shall relieve the Sellers from any obligation hereunder unless the Sellers are thereby prejudiced (and then solely to the extent of such prejudice). A Purchaser Indemnified Person shall be entitled to assume the defense of such third-party claim against the with counsel of its selection. A Purchaser by or on behalf of an Indemnified Person, the Purchaser Person shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defenseClaim; provided, settlement or resolution (including reasonable attorneys’ feeshowever, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which event that the Purchaser may seek indemnification pursuant Seller Representative has not consented to a claim made hereunder). The any such settlement in writing, the Seller Representative shall have retain the right to receive copies object under this Section 9 to the amount of all pleadings, notices and communications any Claim by a Purchaser Indemnified Person for indemnity with respect to such settlement, including the reasonableness of the amount of such settlement; provided further, however, that in the event that Seller Representative has consented in writing to any settlement of any third-party claim to the extent that receipt of such documents does not affect which any privilege relating to any Purchaser Indemnified Person and shall be entitledis entitled to indemnification under this Section 9, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Representative shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII Section 9 to the amount of any claim Claim by or on behalf of any Indemnified Person the Purchaser for indemnity with respect to such settlement or resolutionsettlement.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Person, the The Purchaser shall have as soon as reasonably practicable give notice to the right Seller of any claim, suit, action or proceeding brought by a third party in its sole discretion to conduct the defense respect of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to indemnity under this Agreement (a claim made hereunder“Third-party Claim”). The Seller may opt to (i) satisfy the Seller’s indemnity obligation in respect of the Third-party Claim, if any, or (ii) deliver to the Purchaser as soon as reasonably practical a written notice of disagreement with the indemnity obligation, specifying in reasonable detail, based upon information then available, the nature and extent of the disagreement. Unless the Purchaser is of the reasonable opinion that for legitimate business interests of the Purchaser or the Acquired Company a control of the defense by the Seller is inappropriate, the Seller may upon delivery of the notice of disagreement assume the defense against the Third-party Claim. An assumption of the defense by the Seller shall have not be interpreted to acknowledge the right Seller’s obligation to receive copies indemnify the Purchaser in respect of the Third-party Claim. When defending the Third-party Claim the Seller shall (a) keep the Purchaser at all pleadingstimes informed about the status of defense measures, notices and communications (b) comply with any reasonable request of the Purchaser with respect to the thirddefense. The Purchaser shall be allowed a reasonable opportunity to participate in the defense with its own counsel and at its own expense. The Seller shall be authorized to consent to a settlement of, or the entry of any Judgment arising from, the Third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledClaim, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except only with the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Purchaser. The Seller shall have objected within thirty (30) days after pay all costs and expenses incurred in conjunction with a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any thirdThird-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event Claim, including all court fees, lawyer fees, and fees for experts and consultants, provided that the Seller has consented is under an obligation to any such settlement or resolutionindemnify the Purchaser in respect of the Third-party Claim. 12.5 De-Minimis, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.Threshold Amount and Cap

Third Party Claims. In the event that the Purchaser If any Seller Indemnitee becomes aware of a third-third party claim which (a “Seller Third Party Claim”) that the Seller Indemnitee reasonably believes may result in a demand for indemnification pursuant to this Section 9, Seller Indemnitee shall notify the Purchaser believes in writing describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based. If the Seller Third Party Claim may result in a claim against the Purchaser, Purchaser by or on behalf of an Indemnified Person, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any the defense of such Seller Third Party Claim; provided, however, that the third-party Purchaser agree and consent, as a condition of such entitlement of participation, that the Seller Indemnitee’s legal counsel in the Seller Third Party Claim shall not be precluded from representing the Seller Indemnitee as against the Purchaser if the Purchaser disputes the fact or amount of Seller Indemnitee’s claim or settlement negotiations with respect of a Loss related to such matter. Seller shall have the third-party right in its sole discretion to conduct the defense of any such claim. HoweverSeller shall have the right to settle any such claim (other than claims related to Assumed Liabilities, except which shall only be settled with the written consent of the SellerPurchaser, which consent shall not to be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless delayed) provided, that, if any claim is settled without the Seller shall have objected within thirty (30) days after a written request for such consent by of the Purchaser, no such settlement or resolution of any such claim with any third-party claimant shall not be determinative dispositive of the existence of an indemnifiable claim or the amount of Indemnifiable Damages relating to such matterLosses. In If the event that the Seller Purchaser has consented to any such settlement or resolutionsettlement, the Seller Purchaser shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim Seller Third Party Claim by or on behalf of any Indemnified Person with respect to such settlement or resolutionthe Seller.

Third Party Claims. In the event that Parent or the Purchaser becomes aware Surviving Corporation receives written notice of a third-party claim (a "Third Party Claim") which the Purchaser believes Parent reasonably expects may result in a claim demand against the Purchaser Escrow Fund, Parent shall provide the Stockholder Agent with reasonably prompt written notice thereof. The Stockholder Agent, as representative for the stockholders of the Company, shall have the right to participate in or, by giving written notice to Parent, to assume the defense of any Third Party Claim at the expense of the Escrow Fund and by counsel selected by the Stockholder Agent (which counsel must be reasonably satisfactory to Parent), and Parent will cooperate in good faith (and shall be permitted to participate at Parent's expense) in such defense; provided, however, that the Stockholder Agent shall not be entitled to assume control of the defense of any Third Party Claim that (i) could reasonably be expected to have any impact on the ongoing operations or on behalf goodwill of an Indemnified Personthe Surviving Corporation or Parent, the Purchaser Intellectual Property or the Software or (ii) could reasonably be expected to result in Losses in excess of the Escrow Fund. Parent shall have the right in its sole discretion to conduct the defense of and to settle any Third Party Claim contemplated by clause (i) or resolve (ii) above; provided, however, that if Parent settles any such claim Third Party Claim without the Stockholder Agent's written consent (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheldwithheld or delayed), conditioned Parent may not make a claim against the Escrow Fund with respect to the amount of Losses incurred by Parent in such settlement; provided, further, that if the Stockholder Agent settles any Third Party Claim without Parent's written consent (which consent shall not be unreasonably withheld or delayed and which delayed), such settlement shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matternull and void. In the event that the Seller Stockholder Agent has consented to any such settlement or resolutionsettlement, the Seller Stockholder Agent shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person Parent against the Escrow Fund with respect to the amount of Losses incurred by Parent in such settlement or resolutionas consented to by the Stockholder Agent.

Third Party Claims. In the event that the Purchaser Acquiror becomes aware of a third-party claim which the Purchaser Acquiror believes may result in a claim against the Purchaser Escrow Fund by or on behalf of an Indemnified Person, the Purchaser Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser Acquiror in connection with such defense, settlement or resolution (including reasonable attorneys’ feesfees , other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Acquiror may seek indemnification pursuant to a claim made hereunder). The Seller Indemnifying Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the SellerIndemnifying Holders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed withheld and which shall be deemed to have been given unless the Seller Indemnifying Holders’ Agent shall have objected within thirty (30) 15 days after a written request for such consent by the PurchaserAcquiror, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Indemnifying Holders’ Agent has consented to any such settlement or resolution, none of the Seller Indemnifying Holders’ Agent, the Indemnifying Holders shall not have any power or authority to object under Section 7.4 8.7 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.

Third Party Claims. In the event there are third party actions, suits or legal proceedings (the “Proceeding”) for injury or death to persons or damage to property arising out of or relating to events occurring on the Property during the period of Seller's ownership of the Property, to the extent that they are not caused by, or attributable to, any act or omission of Buyer, its employees, agents, contractors or invitees during the Purchaser becomes aware period of a third-party claim which Seller's ownership of the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified PersonProperty, the Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller then Buyer shall have the right to receive copies tender defense of any such Proceeding to Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against any losses, damages, liabilities, fines, penalties, charges and all pleadings, notices costs and communications expenses incurred or suffered by Buyer in connection with respect or relating to the thirdProceeding; provided, however, that Seller shall have no such obligation unless: (a) Buyer notifies Seller in writing within forty-party claim five (45) days of the date Buyer becomes first aware of the commencement of a Proceeding against Buyer (provided that no failure or delay in giving notice will relieve Seller from its indemnity obligation, except to the extent that receipt Seller is prejudiced by such failure or delay); (b) Buyer provides Seller with copies of such all documents does not affect any privilege received by Buyer relating to any Indemnified Person the Proceeding; (c) Buyer gives Seller, with reputable counsel of Seller's choosing, the sole power to direct and shall be entitled, at its expense, to participate in, but not to determine or conduct, any control the settlement and defense of the third-party claim Proceeding, provided that Seller will not settle a Proceeding without Buyer's consent unless (i) all claims in the Proceeding against Buyer will be dismissed with prejudice as part of the settlement and (ii) the sole relief provided is to be paid in full or performed by Seller; and (d) Buyer uses commercially reasonable efforts to cooperate and assist Seller in its defense or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent Proceeding. This Section 7.1.5 shall not be unreasonably withheld, conditioned in no way apply to or delayed alter Buyer's release of claims set forth in Section 7.1.3(A) and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person with respect to such settlement or resolution.7.1.3(B)

Third Party Claims. In the event that the Purchaser Buyer becomes aware of a third-party claim which the Purchaser Buyer in good faith believes may is reasonably likely to result in a claim against the Purchaser Holdback Fund by or on behalf of an Indemnified PersonPerson (“Third Party Claim”), the Purchaser Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third Party Claim (and the reasonable costs and expenses incurred by the Purchaser Buyer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser Buyer may seek indemnification pursuant to a claim made hereunder). The Seller Buyer shall timely notify the Sellers’ Representative of a Third Party Claim, the Sellers’ Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its sole option and expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the written consent of the SellerSellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller Sellers’ Representative shall have objected within thirty (30) days 15 Business Days after a written request for such consent by the PurchaserBuyer, no settlement or resolution by Buyer of any such claim with any third-party claimant that gives rise to a claim against the Holdback Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller Sellers’ Representative has consented to any such settlement or resolution, neither the Seller Sellers’ Representative nor any Indemnifying Party shall not have any power or authority to object under Section 7.4 9.6 or any other provision of this Article VII ARTICLE 9 to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Fund for indemnity with respect to such settlement or resolution but only to the extent that the amount of any such claim by or on behalf of any Indemnified Person is equal to or less than the amount consented to in any such settlement or resolution.

Third Party Claims. In The Buyer shall promptly give written notice to the event that the Purchaser becomes aware Sellers according to art. 6.5 above of any claim of a third-third party claim which the Purchaser believes may might result in a claim claim, suit, action or proceeding of the Buyer against the Purchaser by or on behalf of an Indemnified PersonSellers, the Purchaser shall have the right in its sole discretion accordance with this Agreement. (hereinafter referred to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costsas "Third Party Claim") shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Sellers shall have the right to receive copies of all pleadingsparticipate, notices and communications with respect and, to the third-party claim maximum extent permitted by law, join, at their cost, by counsel or counsels of their choice, in the defense of any claim, action, suit or proceeding asserted or initiated against the Companies and/or the Buyer constituting the subject matter of a notice of a Third Party Claim. Buyer shall properly and diligently defend, and shall cause the Companies to properly and diligently defend, any Third Party Claim and shall refrain, and shall cause the extent that receipt Companies to refrain, from taking any action which could prejudice the defense of such documents does Sellers' interest hereunder. Buyer shall not affect make or accept any privilege relating settlement of any Third Party Claims nor shall make acquiescence thereto or, as the case may be, to any Indemnified Person and demand, assessment, judgement or order constituting the subject matter of a notice to Sellers of a Third Party Claims or, as the case may be, having resulted from any such claim, action, suit or proceeding, nor shall be entitledpermit the Companies to do so, at its expense, to participate in, but not to determine or conduct, any defense of without the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the SellerSellers, which consent shall not be unreasonably withheldwithheld without reasonable justification. If a firm offer is made to the Companies or to Buyer to settle any matter giving rise to the Sellers' liability under this Article 6 which Sellers but not Buyer, conditioned or delayed and which are willing to accept, Buyer and/or the Companies (as the case may be) shall be deemed free not to have been given unless the Seller shall have objected within thirty (30) days after a written request for enter into such consent by the Purchasersettlement and to commence or continue litigation, no settlement at its/their own expense, but Sellers' liability under Article 6.01 or resolution of any such claim with any third-party claimant otherwise shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII limited to the amount of any claim by the proposed settlement, including monetary amounts and performance or on behalf of any Indemnified Person with respect to such settlement or resolutioncontributions in kind.

Third Party Claims. In If the event Indemnified Parties receive notice of the assertion or commencement of any action, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-party Claim”) against the Indemnified Parties with respect to which the Purchaser is obligated to provide indemnification under this Agreement, the Indemnified Parties shall give the Purchaser prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Purchaser of its indemnification obligations, except and only to the extent that the Purchaser becomes aware forfeits rights or defences by reason of a thirdsuch failure. Such notice by the Indemnified Parties shall describe the Third-party claim which Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the Purchaser believes estimated amount, if reasonably practicable, of the Loss that has been or may result in a claim against be sustained by the Purchaser by or on behalf of an Indemnified Person, the Parties. The Purchaser shall have the right in its sole discretion to conduct participate in, or by giving written notice to the defense Indemnified Parties, to assume the defence of any Third-party Claim at the Purchaser’s expense and to settle or resolve any such claim (by the Purchaser’s own counsel, and the costs and expenses incurred by Indemnified Parties shall cooperate in good faith in such defence. If the Purchaser in connection with such defenseassumes the defence of any Third-party Claim, settlement or resolution (including reasonable attorneys’ feessubject to Section 8.5(b), other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller it shall have the right to receive copies of all pleadingstake such action as it deems necessary to avoid, notices and communications with respect dispute, defend, appeal or make counter-claims pertaining to the thirdany such Third-party claim to Claim in the extent that receipt name and on behalf of such documents does not affect any privilege relating to any the Indemnified Person and Parties. The Indemnified Parties shall be entitledhave the right, at its own cost and expense, to participate in, but in the defence of any Third-party Claim with counsel selected by it subject to the Purchaser’s right to control the defence thereof. If the Purchaser elects not to determine compromise or conduct, any defense of the thirddefend such Third-party claim Claim or settlement negotiations with respect fails to promptly notify the thirdIndemnified Parties in writing of its election to defend as provided in this Agreement, the Indemnified Parties may, subject to Section 8.5(b), pay, compromise, defend such Third-party claim. HoweverClaim and seek indemnification for any and all Losses based upon, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned arising from or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterThird-party Claim. In The Indemnified Parties and the event that Purchaser shall cooperate with each other in all reasonable respects in connection with the Seller has consented to defence of any such settlement or resolutionThird-party Claim, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII including making available (subject to the amount provisions of any claim by or on behalf of any Indemnified Person with respect Section 6.6) records relating to such settlement or resolutionThird-party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defence of such Third-Party Claim.

Third Party Claims. In the event that the Purchaser Parent becomes aware of a third-third party claim (a “Third Party Claim”) which the Purchaser Parent reasonably believes may result in a claim demand against the Purchaser by Escrow Fund or for other indemnification pursuant to this Article VII, Parent shall reasonably promptly notify the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) of such Third Party Claim, and the Securityholder Representative shall be entitled on behalf of an Indemnified Personthe Participating Securityholders (or, in the Purchaser event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder shall have the right in be entitled), at its sole discretion expense, to conduct participate in, but not to determine or conduct, the defense of and to settle or resolve any such claim (and the costs and expenses incurred by the Purchaser in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder)Third Party Claim. The Seller Securityholder Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim Third Party Claim to the extent that receipt of such documents by the Securityholder Representative does not affect any privilege relating to any the Indemnified Person Parties. Parent shall have the right in its sole discretion to conduct the defense of, and shall be entitled, at its expense, to participate in, but not to determine or conductsettle, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeversuch Third Party Claim; provided, however, that except with the consent of the SellerSecurityholder Representative (or, which consent shall not be unreasonably withheldin the event indemnification is being sought hereunder directly from a Participating Securityholder, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the PurchaserParticipating Securityholder), no settlement or resolution of any such claim with any third-party claimant Third Party Claim shall be determinative of whether an Indemnified Party is entitled to indemnification hereunder in respect of such Third Party Claim or the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Seller Securityholder Representative (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) has consented to any such settlement or resolutionsettlement, the Seller Participating Securityholders (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf Parent against the Escrow Fund in respect of such Third Party Claim. In the event that the Securityholder Representative (or, in the event indemnification is being sought hereunder directly from a Participating Securityholder, such Participating Securityholder) does not consent to any such settlement, and the Indemnified Person with Parties wish to seek indemnification hereunder in respect of such Third Party Claim, then the Indemnified Parties shall make such indemnification claims pursuant to such settlement or resolutionthe procedures set forth in Section 7.4.

Third Party Claims. In the event that the Purchaser becomes aware of If a third-Claim by a third party claim which the Purchaser believes may result in a claim is made against the Purchaser by or on behalf of an Indemnified Person, and if such Indemnified Person intends to seek indemnity with respect thereto under this Section 8, such Indemnified Person shall promptly notify the Purchaser Indemnitor in writing of such Claims, setting forth such Claims in reasonable detail. The Indemnitor shall have twenty (20) Business Days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the right in its sole discretion to conduct the settlement or defense of and to settle or resolve any such claim (thereof, and the costs Indemnified Person shall cooperate with it in connection therewith; provided, however, that the Indemnified Person may participate in such settlement or defense through counsel chosen by such Indemnified Person and paid at its own expense; and provided further, that if in the opinion of counsel for such Indemnified Person there is a reasonable likelihood of a conflict of interest between the Indemnitor and the Indemnified Person, the Indemnitor shall be responsible for reasonable fees and expenses incurred by the Purchaser of one counsel to such Indemnified Person in connection with such defense, settlement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller Indemnified Person shall not pay or settle any such Claim without the consent of the Indemnitor. If the Indemnitor does not notify the Indemnified Person within twenty (20) Business Days after receipt of the Indemnified Person’s notice of a Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Person shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledundertake, at its Indemnitor’s cost, risk and expense, to participate in, but not to determine or conduct, any the defense of the third-party claim or settlement negotiations with respect Claim but shall not thereby waive any right to the third-party claimindemnity therefor pursuant to this Agreement. HoweverThe Indemnitor shall not, except with the consent of the SellerIndemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless enter into any settlement that includes any obligations of the Seller shall have objected within thirty (30) days after a written request for such consent Indemnified Person other than the payment of money by the PurchaserIndemnitor on its behalf and that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to all Indemnified Persons (i.e., no settlement Seller Parent Indemnified Persons or resolution Buyer Indemnified Persons, as the case may be) of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, the Seller shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII to the amount of any claim by or on behalf of any Indemnified Person an unconditional release from all liability with respect to such settlement Claim or resolutionconsent to entry of any judgment.

Third Party Claims. In the event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a demand against the Indemnification Escrow Fund, Purchaser shall promptly notify the Shareholders’ Representative of such claim, and the Shareholders’ Representative, as representative for the Shareholders, shall be entitled, at his expense (which expense shall pursuant to and subject to the limitations set forth in Section 1.7(f) be payable out of the Indemnification Escrow Fund), to participate in any defense of such claim. If the amount in controversy in connection with any third-party claim shall be less than the value of the Indemnification Escrow Consideration remaining in the Indemnification Escrow Fund (determined in accordance with Section 8.2(d)) and the Shareholders’ Representative acknowledges in writing to Purchaser that if the allegations in such claim are in fact true then any liability arising from the adjudication or other settlement of such claim would be for the account of the Shareholders and would be a valid claim against the Purchaser by or on behalf Indemnification Escrow Fund, then the Shareholders’ Representative shall be entitled to assume the defense of an Indemnified Personsuch claim and, if at the time any settlement of such claim shall be proposed, the amount in controversy shall continue to be less than the value of the Indemnification Escrow Consideration remaining in the Indemnification Escrow Fund (determined in accordance with Section 8.2(d)), shall have the power to settle such claim in an amount not to exceed such remaining value. If the Shareholders’ Representative is not entitled to or chooses not to assume the defense of any such claim, Purchaser shall consult with and attempt to solicit the consent of the Shareholders’ Representative prior to and in connection with any settlement of any such claim, but Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim. If any such claim (and the costs and expenses incurred by the Purchaser in connection with such defenseis, settlement or resolution (including reasonable attorneys’ feeshowever, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with settled without the consent of the SellerShareholders’ Representative and Purchaser seeks to recover the amount of the settlement by claiming against the Indemnification Escrow Fund, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim with any third-party claimant claimants shall not alone be determinative of the existence of or amount of Indemnifiable Damages relating to any claim against the Indemnification Escrow Fund and the Shareholders’ Representative may dispute such matteramount through the process provided by Section 8.2(j). In the event that the Seller Shareholders’ Representative has consented in writing to any such settlement or resolutionand acknowledged that the claim by Purchaser is a valid claim against the Indemnification Escrow Fund, the Seller Shareholders’ Representative shall not have any no power or authority to object under Section 7.4 or any other provision of this Article VII VIII to the amount of any claim by or on behalf of any Indemnified Person Purchaser against the Indemnification Escrow Fund with respect to such settlement or resolutionsettlement.

Third Party Claims. a. In case of the event that assertion in writing of any claim initiated or asserted by any person, firm, governmental authority or corporation other than Purchaser or any affiliate of Purchaser (a "Third Party Claim") against Sedeco or the commencement of any litigation asserting a Third Party Claim which may give rise to any indemnification obligation of the Shareholder (each an "Indemnitor") to Purchaser becomes aware or Sedeco under the provisions of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Personthis Article, the Purchaser shall have give notice thereof as provided hereunder as promptly as practicable after Purchaser's receipt of such written assertion or the right commencement of such litigation unless the failure to give such notice would not materially prejudice the Shareholder, such notice to be given by Purchaser not later than would materially prejudice the Shareholder if they chose to defend such litigation as hereinafter provided. If Indemnitor demonstrates to Purchaser that Indemnitor will be able to pay the full amount of potential liability in connection with any Third Party Claim, Indemnitor may at its sole discretion cost and expense, upon written notice given to conduct Purchaser within fifteen (15) days after its receipt of Purchaser's notice under this Section 7.6, assume the defense, with counsel reasonably satisfactory to Purchaser, of any such Third Party Claim or litigation, provided that Indemnitor admits in writing to Purchaser its liability solely as between it and Purchaser with respect to all material elements thereof. If Indemnitor assumes the defense of and to settle or resolve any such claim (or litigation, the obligations of Indemnitor hereunder as to such claim or litigation shall be limited to taking all steps necessary in the defense or settlement thereof and the costs to holding Purchaser harmless from and against any and all losses, liabilities, expenses incurred and damages caused by the or arising out of any settlement approved by Indemnitor or any judgment in connection with such claim or litigation, and Purchaser shall make available or cause to be made available to Indemnitor such books and records in Sedeco's possession as Indemnitor may reasonably require in connection with such defense. Except with the express prior written consent of Purchaser, Indemnitor shall not consent to the settlement or resolution (including reasonable attorneys’ feesentry of any judgment arising from any such claim or litigation which in each case does not include as an unconditional term thereof the giving by the claimant or plaintiff, other professionals’ and experts’ fees and court as the case may be, to Purchaser of any unconditional release from all liability in respect thereof unless Indemnitor shall have actually paid the full amount of any such settlement or arbitration costs) judgment. Purchaser shall be included in entitled to be consulted about (but not control) the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to defense of, and receive copies of all pleadingspleadings and other material papers in connection with, notices and communications with respect to the third-party any such claim to the extent that receipt of such documents or litigation. If Indemnitor does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any assume the defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim or litigation, Purchaser may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving reasonable notice of the same to Indemnitor on such terms as Purchaser may deem appropriate, and Indemnitor will promptly reimburse Purchaser in accordance with the provisions of this Section 7.6, provided that Purchaser furnish Indemnitor with copies of all pleadings and other material documents in connection with any third-party claimant such claim or litigation and that Indemnitor is consulted about (albeit not in control of) such litigation. Anything contained in this Section 7.6 to the contrary notwithstanding, (i) Indemnitor shall not be determinative entitled to assume the defense of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement claim or resolutionlitigation if the Third Party Claim seeks an order, injunction or other equitable relief against Purchaser which, if successful, might materially interfere with, or adversely affect, the Seller shall operation of its business by Purchaser or Sedeco; and (ii) Purchaser or Sedeco may defend any Third Party Claim to which Purchaser or Sedeco may have a defense or counterclaim which Indemnitor is not have any power or authority entitled to object under Section 7.4 or any other provision of this Article VII assert to the amount extent necessary to assert and maintain such defense or counterclaim provided that Purchaser provide or cause to be provided to Indemnitor copies of all pleadings and other material documents in connection with any such claim by or on behalf of any Indemnified Person with respect to litigation and that Indemnitor is consulted about (albeit not in control of) such settlement or resolutionlitigation.

Third Party Claims. (a) In case of the event that assertion in writing of any claim initiated or asserted by any person, firm, governmental authority or corporation other than Purchaser or any affiliate of Purchaser (a "Third Party Claim") against Drew or the commencement of any litigation asserting a Third Party Claim which may give rise to any indemnification obligation of Shareholders (each an "Indemnitor") to Purchaser becomes aware or Drew under the provisions of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or on behalf of an Indemnified Personthis Article, the Purchaser shall have give notice thereof as provided hereunder as promptly as practicable after Purchaser's receipt of such written assertion or the right commencement of such litigation unless the failure to give such notice would not materially prejudice Shareholders, such notice to be given by Purchaser not later than would materially prejudice Shareholders if they chose to defend such litigation as hereinafter provided. If Indemnitor demonstrates to Purchaser that Indemnitor will be able to pay the full amount of potential liability in connection with any Third Party Claim, Indemnitor may at its sole discretion cost and expense, upon written notice given to conduct Purchaser within fifteen (15) days after its receipt of Purchaser's notice under this Section 9.5, assume the defense, with counsel reasonably satisfactory to Purchaser, of any such Third Party Claim or litigation, provided that Indemnitor admits in writing to Purchaser its liability solely as between it and Purchaser with respect to all material elements thereof. If Indemnitor assumes the defense of and to settle or resolve any such claim (or litigation, the obligations of Indemnitor hereunder as to such claim or litigation shall be limited to taking all steps necessary in the defense or settlement thereof and the costs to holding Purchaser harmless from and against any and all losses, liabilities, expenses incurred and damages caused by the or arising out of any settlement approved by Indemnitor or any judgment in connection with such claim or litigation, and Purchaser shall make available or cause to be made available to Indemnitor such books and records in Drew's possession as Indemnitor may reasonably require in connection with such defense. Except with the express prior written consent of Purchaser, Indemnitor shall not consent to the settlement or resolution (including reasonable attorneys’ feesentry of any judgment arising from any such claim or litigation which in each case does not include as an unconditional term thereof the giving by the claimant or plaintiff, other professionals’ and experts’ fees and court as the case may be, to Purchaser of an unconditional release from all liability in respect thereof unless Indemnitor shall have actually paid the full amount of any such settlement or arbitration costs) judgment. Purchaser shall be included in entitled to be consulted about (but not control) the Indemnifiable Damages for which the Purchaser may seek indemnification pursuant to a claim made hereunder). The Seller shall have the right to defense of, and receive copies of all pleadingspleadings and other material papers in connection with, notices and communications with respect to the third-party any such claim to the extent that receipt of such documents or litigation. If Indemnitor does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any assume the defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Seller shall have objected within thirty (30) days after a written request for such consent by the Purchaser, no settlement or resolution of any such claim or litigation, Purchaser may defend the same in such manner as it may deem appropriate, including but not limited to settling such claim or litigation after giving reasonable notice of the same to Indemnitor on such terms as Purchaser may deem appropriate, and Indemnitor will promptly reimburse Purchaser in accordance with the provisions of this Section 9.5, provided that Purchaser furnish Indemnitor with copies of all pleadings and other material documents in connection with any third-party claimant such claim or litigation and that Indemnitor is consulted about (albeit not in control of) such litigation. Anything contained in this Section 9.5 to the contrary notwithstanding, (i) Indemnitor shall not be determinative entitled to assume the defense of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement claim or resolutionlitigation if the Third Party Claim seeks an order, injunction or other equitable relief against Purchaser which, if successful, might materially interfere with, or adversely affect, the Seller shall operation of its business by Purchaser or Drew; and (ii) Purchaser or Drew may defend any Third Party Claim to which Purchaser or Drew may have a defense or counterclaim which Indemnitor is not have any power or authority entitled to object under Section 7.4 or any other provision of this Article VII assert to the amount extent necessary to assert and maintain such defense or counterclaim provided that Purchaser provide or cause to be provided to Indemnitor copies of all pleadings and other material documents in connection with any such claim by or on behalf of any Indemnified Person with respect to litigation and that Indemnitor is consulted about (albeit not in control of) such settlement or resolutionlitigation.

Third Party Claims. In the event that the Purchaser Acquirer becomes aware of a thirdclaim by a third party (a “Third-party claim which the Purchaser Party Claim”) that Acquirer in good faith believes may result in a claim against the Purchaser for Indemnifiable Damages by or on behalf of an Indemnified Person, the Purchaser Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the Third-Party Claim. The costs and expenses incurred by the Purchaser Acquirer in connection with such defense, settlement settlement, enforcement or resolution (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which the Purchaser may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 5.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 5.2 (subject to the limitations set forth in Section 5.3); provided that any settlement of a Third-Party Claim (i) without the prior written consent of the Stockholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Stockholders’ Agent shall have objected within 20 days after a written request therefor by Acquirer) (it being understood and agreed that it shall be reasonable for the Stockholders’ Agent to withhold such consent if it believes in good faith that there is not any underlying basis for indemnification with respect to such settlement) or (ii) absent an underlying breach by the Company of a representation, warranty or covenant under this Agreement shall not be determinative of the existence of a valid indemnification claim or the amount of Indemnifiable Damages. The Seller Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Stockholders’ Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the consent settlement, adjustment or compromise thereof). In the event that the Stockholders’ Agent has consented to the amount of the Seller, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Seller Stockholders’ Agent shall have objected within thirty (30) 20 days after a written request for such therefor by Acquirer), or if the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent by to the Purchaser, no settlement or resolution of any such claim with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Seller has consented to any such settlement or resolution, neither the Seller Stockholders’ Agent nor any Converting Holder shall not have any power or authority to object under Section 7.4 or any other provision of this Article VII V to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Fund for indemnity with respect to such settlement or resolution.