Common use of Third Party Claims Clause in Contracts

Third Party Claims. (i) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. In order for a party (ithe "Indemnified Party") The Indemnifying Party shall have the right to conductbe entitled to any indemnification provided for under this Agreement in respect of, at its sole cost and expensearising out of, the defense of or involving a Third Party Claim, upon delivery of claim or demand or written notice to made by any third party against the Indemnified Party (the “Defense Notice”a "Third Party Claim") within twenty (20) days after the Closing Date, such Indemnified Party must notify the Indemnifying Party (the "Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature ") in writing of the Third Party Claim so requires)within 30 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided that the Defense Notice failure of any Indemnified Party to give timely notice shall specify not affect his right of indemnification hereunder except to the counsel extent the Indemnifying Party will appoint to defend such has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party (such which counsel to shall be reasonably satisfactory to the Indemnified Party). The If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party in connection with such defense, and shall have the right to participate in such defense with counsel selected by it. The fees and disbursements of such counsel, however, shall be entitled to be indemnified at the expense of the Indemnified Party; provided, however, that, in accordance with the terms case of this Agreement for the reasonable fees and expenses any Third Party Claim of counsel for any period during which the Indemnifying Party has not assumed employed counsel to assume the defense defense, the fees and disbursements of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party counsel shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all be at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (i) The With respect to any Third Party Claims, the Indemnifying Party shall have the right to conductright, at its sole cost expense and expenseat its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the defense of a Third Indemnifying Party Claim, upon delivery of written notice to shall reimburse the Indemnified Party (for all the “Defense Notice”) within twenty (20) days after Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party’s Party to assume such control shall be made within the latter of 90 days of receipt of the Claim Notice (or sooner if the nature notice of the Third Party Claim so requires); provided that or thirty days after the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during indemnification obligation arises, failing which the Indemnifying Party has shall be deemed to have elected not assumed the defense of any to assume such Third Party Claim in accordance herewithcontrol. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claimassume such control, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in be informed and consulted with respect to the defense assisted by counsel negotiation, settlement or defenses of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect and to a criminal proceedingretain counsel to act on its behalf, action, indictment, allegation or investigation, (B) it fails to actively but the fees and diligently conduct its defense disbursements of such Third Party Claim, (C) counsel shall be paid by the Indemnified Party has been advised by unless the Indemnifying Party consents to the retention of such counsel that a reasonable likelihood exists of a material conflict of interest between or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party with respect to such Third and a representation of both the Indemnifying Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party Party, having elected to control assume such control, thereafter fails to defend the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseClaim within a reasonable period of time, the Indemnified Party shall be entitled to retain its own counselassume such control, and the Indemnifying Party shall pay be bound by the reasonable and documented fees and expenses results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of one counsel (in addition a nature such that the Indemnified Party is required by applicable Law to make a payment to any required local counselPerson (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iiiii) The If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall notbe responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (Aiii) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the The Indemnified Party from all liability in respect of and the Third Indemnifying Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or shall cooperate fully with each other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim Claims and, regardless of which is being defended by the Indemnifying Party in accordance party has control thereof as provided for herein, shall keep each other reasonably advised with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)respect thereto.

Third Party Claims. (a) In order for a Claiming Party to seek any indemnification provided for under this Agreement in respect of a claim or demand made by any third party Person against the Claiming Party (a “Third Party Claim”), such Claiming Party must notify the Defending Party in writing, specifying in reasonable detail the basis and, if available, the amount of Losses with respect to the Third Party Claim promptly after receipt by such Claiming Party of notice of the Third Party Claim (a “Notice of Third Party Claim”); provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. Such Notice of Third Party Claim shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, including any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument. (b) If a Third Party Claim is made against a Claiming Party, the Defending Party shall, at its expense, be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Defending Party and reasonably satisfactory to the Claiming Party (i) The Indemnifying if within thirty (30) days of the receipt of the Notice of Third Party Claim, the Defending Party gives notice to the Claiming Party stating the Defending Party’s intention to do so and acknowledging that the Defending Party shall have indemnify the right Claiming Party from and against all Losses (to conductthe extent finally determined to be required by, and subject to any applicable limits provided in, this Article 7), that the Claiming Party suffers from the Third Party Claim, or (ii) if the Defending Party does not assume the defense of a Third Party Claim pursuant to clause (i) of this sentence, at its sole cost any time that the Defending Party reasonably believes that the Claiming Party has ceased to actively and expense, diligently prosecute the defense of such Third Party Claim. Should a Defending Party so elect to assume the defense of a Third Party Claim, upon delivery of written notice the Defending Party shall under no circumstances be liable to the Indemnified Claiming Party (for legal expenses subsequently incurred by the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Claiming Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance connection with the terms of this Agreement for defense thereof; provided, that in the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, case that (A) there exists or is reasonably likely to exist a conflict of interest that would make it unethical under applicable rules of professional responsibility for the Indemnifying same counsel to represent both the Claiming Party shall keep and the Indemnified Party apprised of all material developments with respect to such Third Party Claim and Defending Party, (B) the Indemnified Defending Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its prosecute the defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim relates to or otherwise arises in connection with any criminal or material regulatory enforcement action, or (D) such Third Party Claim seeks is reasonably likely to result in an injunction or other equitable relief against the Indemnified Party. In Claiming Party or, in the event of any reasonable discretion of the foregoing circumstances Claiming Party, result in a Loss in excess of the dollar amount available for indemnification pursuant to this Article 7 (the scenarios described in clauses (A) – (D) are collectively referred to as “Conflicts”), then the Defending Party shall be liable to the Claiming Party for reasonable legal expenses of one legal counsel selected by the Claiming Party and reasonably satisfactory to the Indemnified Defending Party has nonetheless permitted subsequently incurred by the Indemnifying Claiming Party to control in connection with the defense thereof (to the extent finally determined to be required by, and subject to any applicable limits provided in this Article 7). If the Defending Party assumes such defense, the Claiming Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Defending Party, it being understood, however, that the Defending Party shall control such defense so long as the Third Party Claim does not involve a Conflict, in which case the Claiming Party shall control such defense. If the Defending Party chooses to defend any Third Party Claim, then all the parties shall cooperate in the defense or prosecution of such Third Party Claim, including by retaining and, upon the Defending Party’s request, providing to the Defending Party all records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Defending Party desires to so control such defenseassumes the defense of any Third Party Claim, the Indemnified Defending Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without obtain the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Claiming Party (such consent which shall not to be unreasonably conditioned, withheld or delayed) before entering into any settlement or consenting to the entry of a judgment with respect to such claim unless such settlement or judgment (1) involves no finding or admission of any violation of Law or the rights of any Person and has no effect on any other claims that may be made against the Claiming Party, and (2) expressly and unconditionally provides a full and general release of the Claiming Party from all liabilities and obligations with respect to such claim. If the Claiming Party assumes the defense of any Third Party Claim, then the Claiming Party shall obtain the prior written consent of the Defending Party (which shall not be unreasonably conditioned, withheld or delayed) before entering into any settlement or consenting to the entry of a judgment with respect to such claim. Solely for purposes of calculating indemnifiable Losses hereunder (but not for purposes of determining whether a breach of any representation, warranty, covenant or agreement has occurred), any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Third Party Claims. (i) The Indemnified Party agrees to give prompt notice in writing to the Indemnifying Party shall have of the right to conduct, at its sole cost and expense, the defense assertion of any claim by any third party (a “Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt in respect of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice which indemnity may be sought under such Section 6.10. Such notice shall specify the counsel the Indemnifying Party will appoint to defend set forth in reasonable detail such Third Party Claim and the basis for indemnification (such counsel to be reasonably satisfactory taking into account the information then available to the Indemnified Party). The Indemnified Party shall be entitled failure to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) so notify the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to not relieve the Indemnifying Party of its obligations hereunder, except to the extent such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of failure shall have actually prejudiced the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control participate in the defense of any Third Party Claim if and shall be entitled to control and appoint lead counsel for such defense. The Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of a Third Party Claim. (Aiii) If the Indemnifying Party assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 6.10(e), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) if the settlement does not release the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party from all liabilities and the Indemnified Party obligations with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction the settlement imposes injunctive or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted . (iv) If the Indemnifying Party has elected to control the defense of such a Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain participate in the defense of any Third Party Claim and to employ separate counsel of its own counselchoice for such purpose, and in which case the Indemnifying Party shall pay the reasonable and documented fees and expenses of one such separate counsel (in addition to any required local counsel) of shall be borne by the Indemnified Party. (iiiv) The Indemnifying Party Each party hereto shall notcooperate, without and cause their respective Affiliates to cooperate, in the prior written consent defense or prosecution of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable and shall furnish or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not cause to be unreasonably conditionedfurnished such records, withheld information and testimony, and attend such conferences, discovery proceedings, hearings, trials or delayed)appeals, as may be reasonably requested in connection therewith.

Third Party Claims. The obligations and Liabilities of any of ------------------ the Parties to this Agreement under Section 10.1 hereof with respect to all items indemnified against in Section 10.1 and which are initiated by third parties (i) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a "Third Party Claim, upon delivery Claims") will be subject to the following terms and conditions: (A) Upon receipt of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that asserted against, resulting from, imposed upon or incurred by the Defense Notice shall specify the counsel Indemnified Party, the Indemnifying Party will appoint to defend such Third Party Claim (such undertake the defense thereof by counsel to of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim; provided, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably requesthowever, all at the sole expense of the Indemnifying Party, and -------- ------- that the Indemnified Party shall have the right at its own expense to participate in the defense assisted by thereof and to employ counsel of at its own choosing. (ii) The Indemnifying Party shall not be entitled expense to control assist in such defense; and provided, further, that if the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the -------- ------- Indemnified Party has been advised in writing by such counsel that a reasonable likelihood exists of a material conflict of interest exists between the Indemnifying such Indemnified Party and the Indemnified Indemnifying Party with respect to such Third Party Claim or (D) Claim, such Third Indemnified Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the shall be entitled to select counsel of its own choosing, in which event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted shall be obligated to pay the Indemnifying Party to control the defense reasonable fees and expenses of such Third Party Claim, and the Indemnifying Party desires to so control counsel. In any such defense, the Indemnified Party shall have the right, but not the obligation, to assert any and all cross claims or counterclaims it may have. In case any Third Party Claim shall be entitled instituted involving any Person in respect of which indemnity may sought pursuant to retain its own counselthis Article 10, and such Indemnified Party shall promptly notify the Indemnifying Party in writing of such proceeding. No indemnification provided for in Section 10.1 above shall pay the reasonable and documented fees and expenses of one counsel (in addition be available to any required local counsel) Person who shall fail to promptly give notice of a Third Party Claim as provided in the immediately preceding sentence if the Person to whom such notice was not given was unaware of the Third Party Claim to which such notice would have related and was materially prejudiced by the failure to receive such notice. (B) If within a reasonable time after written notice of any Third Party Claim, the Indemnifying Party fails to defend the Indemnified Party against whom such Third Party Claim has been asserted or shall fail to diligently prosecute such defense or compromise such claim, the Indemnified Party will have the right, with counsel of its own choice, at the Indemnifying Party's expense, to undertake the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party. (iiiC) The Nothing in this Section 10.3 to the contrary, the Indemnifying Party shall will not, without the prior written consent of the each Indemnified Party, (A) settle or compromise Party against whom a Third Party Claim is asserted, settle or compromise, any claim or consent to the entry of any order which does not include judgment relating to any such Third Party Claim, unless such settlement, compromise or judgment includes as an unconditional written release term thereof the giving by the claimant or the plaintiff of the to each Indemnified Party against whom a Third Party Claim is asserted, a release from all liability Liabilities in respect of the Third Party Claim, (B) settle or compromise any such Third Party Claim if and does not result in the settlement imposes equitable or other non-monetary remedies or other obligations imposition on the Indemnified Party or (C) settle or compromise of any Third Party Claim if remedy other than monetary damages up to the result is amount to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability be paid with respect to the Indemnified Party. No Third Party Claim which is being defended such claim by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not pursuant to be unreasonably conditioned, withheld or delayed)Section 10.1.

Third Party Claims. If the indemnification sought pursuant hereto involves a claim made by a Third Party against the Indemnified Party (i) The a “Third Party Claim”), the Indemnifying Party shall have be entitled to participate in the right defense of such Third Party Claim and, if it so chooses, to conduct, at its sole cost and expense, assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, upon delivery of written notice the Indemnifying Party shall not be liable to the Indemnified Party (for any legal expenses subsequently incurred by the “Defense Notice”) within twenty (20) days after Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to be represented in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided , it being understood that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend shall control such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party)defense. The Indemnified Indemnifying Party shall be entitled to be indemnified in accordance with the terms of this Agreement liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of any such the Third Party Claim in accordance herewithas provided above). If the Indemnifying Party timely delivers chooses to defend or prosecute a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the other party hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (Aupon the Indemnifying Party’s request) the provision to the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect records and information which are reasonably relevant to such Third Party Claim Claim, and (B) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will cooperate with and make available agree to the Indemnifying any settlement, compromise or discharge of such Third Party such assistance and materials as Claim which the Indemnifying Party may reasonably request, all at recommend and which by its terms (i) obligates the sole expense Indemnifying Party to pay the full amount of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate liability in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is connection with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Cii) the Indemnified Party has been advised by counsel that includes a reasonable likelihood exists full release in favor of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such the Third Party Claim Claim, does not include any admission of liability and contains reasonable provisions maintaining the confidentiality of the settlement, compromise or discharge, and (Diii) such Third Party Claim seeks an injunction or other equitable relief against does not impair the rights of the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted Whether or not the Indemnifying Party to control shall have assumed the defense of such a Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counselnot admit any liability with respect to, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall notor settle, without the prior written consent of the Indemnified Partycompromise or discharge, (A) settle or compromise a such Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by without the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the Party’s prior written consent of the Indemnifying Party (such consent consent, which will not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If any Indemnified Party 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 (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 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 Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure, or Indemnifying Party’s ability to defend and/or provide indemnification with respect to such Third Party Claim is otherwise adversely affected. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assume the defense of any Third Party Claim if (A) at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim is in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with respect counsel selected by it subject to a criminal proceedingthe Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, actionprovided, indictmentthat if in the reasonable opinion of counsel to the Indemnified Party, allegation (A) there are legal defenses available to an Indemnified Party that are different from or investigation, additional to those available to the Indemnifying Party; or (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that there exists a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, or fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with respect each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 6.06) records relating to such Third Party Claim or and furnishing, without expense (Dother than reimbursement of actual out-of-pocket expenses) such Third Party Claim seeks an injunction or other equitable relief against to the Indemnified Party. In the event of any defending party, management employees of the foregoing circumstances and non-defending party as may be reasonably necessary for the Indemnified Party has nonetheless permitted the Indemnifying Party to control preparation of the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, assume the defense of a Third any such Third-Party Claim, upon delivery Claim (with counsel of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of the Claim Notice (or sooner if the nature of the Third such Third-Party Claim so requires); provided that the Defense Notice shall specify the counsel Claim. If the Indemnifying Party will appoint does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to defend the defense or handling of such Third Third-Party Claims. If the Third-Party Claim (such counsel is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be reasonably satisfactory indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). The Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be entitled to be indemnified in accordance with made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the terms of this Agreement for the reasonable fees costs and expenses of counsel for any period during which amounts therein claimed. (iii) If the Indemnifying Party has not assumed undertakes the defense of any such Third Third-Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects or otherwise acknowledges its obligation to conduct the defense indemnify any of the Third Party ClaimIndemnified Parties hereunder with respect thereto, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect and its Affiliates are not entitled to (and shall not) settle or release any such Third Third-Party Claim and (B) Claims without the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense consent of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party which consent shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Partyunreasonably withheld. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (i) The the Indemnifying Party shall have advises an Indemnified Party that the right Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to conductnotify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend any such Third Party Claim (or discontinues its defense at any time after it commences such counsel to be reasonably satisfactory to defense) or (iii) in the reasonable judgment of the Indemnified Party), a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall be entitled cooperate to be indemnified in accordance the extent commercially reasonable with the terms of this Agreement for the reasonable fees and expenses of counsel for indemnifying Party in connection with any period during which the Indemnifying Party has not assumed the negotiation or defense of any such Third Party Claim in accordance herewith. If action or claim by the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of all material developments the defense or any settlement negotiations with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to thereto. If the Indemnifying Party elects to defend any such assistance and materials as the Indemnifying Party may reasonably requestaction or claim, all at the sole expense of the Indemnifying Party, and then the Indemnified Party shall have the right at its expense be entitled to participate in the such defense assisted by with counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a reasonable likelihood exists of a material conflict of interest between Third Party Penalty Claim. If the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be entitled to retain liable for any settlement of any action, claim or proceeding effected without its own counselwritten consent; provided, and however, that the Indemnifying Party shall pay not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of contrary, the Indemnified Party. (iii) The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, (Aii) settle or compromise a Third Party Claim any claim or consent to the entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any order which claim or consent to entry of judgment in respect thereof that does not include include, as an unconditional written release term thereof, the giving by the claimant or the plaintiff of to the Indemnified Party Party, a full and complete release from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)claim.

Third Party Claims. (ia) The party seeking indemnification under this Article VIII (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article VIII (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts as to the breach or inaccuracy, the amount of Losses (to the extent known) and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any claim made pursuant to this Section 8.4, except to the extent such failure shall actually prejudice an Indemnifying Party. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 8.4(a), the Indemnifying Party will have the right to, subject to conductthe provisions of this Section 8.4, at its sole cost assume the defense and expense, control of such Third Party Claims. If the Indemnifying Party elects to assume the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such shall select counsel to be reasonably satisfactory acceptable to the Indemnified Party); shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall be entitled to be indemnified in accordance with In the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which event the Indemnifying Party has not assumed assumes the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense but not the obligation to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, its own counsel and at its own expense (Bprovided that the Indemnifying Party shall pay the reasonable attorneys’ fees of the Indemnified Party if (i) it fails to actively and diligently conduct its the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such Third Party Claim, (Cii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party has been to defend such Third Party Claim, (iii) the Indemnifying Party’s counsel shall have advised by counsel the Indemnifying Party in writing, with a copy delivered to the Indemnified Party, that there is a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect that would make it inappropriate under applicable standards of professional conduct to such Third Party Claim have common counsel, or (Div) such Third Party Claim seeks an injunction injunctive or other equitable relief against that if granted would materially interfere with the conduct of the business of the Indemnified Party) and the Indemnifying Party will cooperate with the Indemnified Party. In Any election by an Indemnifying Party not to assume the event defense of any of the foregoing circumstances and a Third Party Claim must be received by the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain reasonably promptly following its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) receipt of the Indemnified Party’s notice delivered pursuant to Section 8.4(a). The Indemnified Party shall, and shall cause each of its Affiliates and their respective representatives to, cooperate fully with the Indemnifying Party in the defense of any Third Party Claim defended by the Indemnifying Party. (iiic) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or be authorized to consent to a settlement of, or the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claimjudgment arising from, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is as to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party has assumed the defense in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party Section 8.4, without the prior written consent of any Indemnified Party, but only to the extent that such settlement or entry of judgment (i) provides solely (x) for the payment of money by the Indemnifying Party or (y) imposes an obligation of confidentiality, and (ii) provides a complete release of any Indemnified Party potentially affected by such Third Party Claim from all matters that were or could have been asserted in connection with such claims. Except as provided in the foregoing sentence, settlement or consent to entry of judgment shall require the prior approval of the Indemnified Party, such approval not to be unreasonably withheld, delayed or conditioned, withheld or delayed).

Third Party Claims. (ia) The Indemnifying Party under this Article VIII shall have the right right, but not the obligation, to conductconduct and control, at through counsel of its sole cost choosing, any third party claim, action, suit or proceeding (a "THIRD PARTY CLAIM"), and expensethe Indemnifying Party may compromise or settle the same, provided that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement, provided further that the Indemnifying Party shall not compromise or settle any Third Party Claim without the approval of the Indemnified Party if such compromise or settlement imposes any obligations on the Indemnified Party, such approval not to be unreasonably withheld. No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the consent of the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt Party nevertheless shall have the right to participate in the defense or prosecution of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that the Defense Notice and, at its own expense, to employ counsel of its own choosing for such purpose. (b) The parties hereto shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified cooperate in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense or prosecution of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, with such cooperation to include (Ai) the retention of and the provision to the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect records and information that are reasonably relevant to such Third Party Claim and (Bii) the Indemnified Party will cooperate with making available of employees on a mutually convenient basis for providing additional information and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense explanation of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Partyprovided hereunder. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (ia) Promptly after the receipt by any Person entitled to indemnification pursuant to this ARTICLE XII (the “Indemnified Party”) of notice of the commencement of any Action involving a third party (such Action, a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this ARTICLE XII (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party shall have the right be entitled to conduct, at its sole cost and expense, assume the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that the Defense Notice shall specify the with counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and ’s sole expense; provided that the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to assume or continue to control the defense of any Third Party Claim if (Ai) the Third Party Claim relates to or arises in connection with any criminal matter, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 12.4, (iv) the Third Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Party’s business or relates to its customers, suppliers, vendors or other service providers, (v) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim, (vi) the Third Party Claim arises out of or relates to Environmental Laws and concerns the Business, the Purchased Assets or the Real Property or (vii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE XII. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, and (B) the settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all Losses with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Cii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party has been advised shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; except that the fees, costs and expenses of such counsel that a reasonable likelihood exists shall be at the expense of a material conflict of interest between the Indemnifying Party if the Indemnifying Party and the Indemnified Party with respect are both named parties to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances proceedings and the Indemnified Party has nonetheless permitted shall have reasonably concluded that representation of both parties by the Indemnifying Party same counsel would be inappropriate due to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the actual or potential differing interests between them. (d) The Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) not settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement imposes equitable (whether monetary or other non-monetary remedies or other obligations on the Indemnified Party or (Cotherwise) settle or compromise any Third Party Claim if the result unless such settlement is consented to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended in writing by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (Party, such consent not to be unreasonably conditioned, withheld or delayed). (e) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 12.6 shall be given by the Buyer acting on behalf of the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 12.6 shall be given by the Seller acting on behalf of the Seller Indemnified Parties.

Third Party Claims. (i1) The Indemnifying Party shall have the right to conduct, conduct at its sole cost and expense, expense the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) 20 days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires)Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel and acknowledge, without qualification, the right of the Indemnified Party to be reasonably satisfactory to the Indemnified Party)indemnified for Losses incurred in connection with such Third Party Claim. The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii2) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (Ai) such Third Party Indemnity Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Cii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim Claim, or (Diii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party). (iii3) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, Party (Ai) settle or compromise a Third Party Claim or consent to the entry of any order Order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, ; (Bii) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party Party; or (Ciii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed).

Third Party Claims. (ia) The Indemnifying Party under this ARTICLE VI shall have the right right, but not the obligation, to conductconduct and control, at through counsel of its sole cost and expensechoosing, the defense of any third party claim, action, suit or proceeding (a “Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance Except with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) the Indemnifying Party may compromise or settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable that provides for injunctive or other non-monetary remedies or other obligations on relief affecting the Indemnified Party or (C) that does not completely release the Indemnified Party. Should the Indemnifying Party so elect to conduct and control the defense of any Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. No Indemnified Party may compromise or settle or compromise any Third Party Claim if for which the result is to admit civil or criminal liability or culpability on Indemnifying Party has assumed the part defense hereunder without the consent of the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, provided that gives rise to criminal liability with respect to the fees and expenses of such counsel shall be borne by the Indemnified Party. No If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnified Party shall have the full right to defend against such Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement and shall be settled entitled to settle or compromised agree to pay in full such Third Party Claim and to recover any amounts paid plus all expenses incurred by the Indemnified Party without (including attorneys’ fees) from the prior written consent Indemnifying Party. The Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of such Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (b) The parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and (such consent not to be unreasonably conditioned, withheld or delayed)ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such [***] Confidential Treatment Requested notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (i) The the Indemnifying Party shall have advises an Indemnified Party that the right Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to conductnotify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend any such Third Party Claim (or discontinues its defense at any time after it commences such counsel to be reasonably satisfactory to defense) or (iii) in the reasonable judgment of the Indemnified Party), a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall be entitled cooperate to be indemnified in accordance the extent commercially reasonable with the terms of this Agreement for the reasonable fees and expenses of counsel for indemnifying Party in connection with any period during which the Indemnifying Party has not assumed the negotiation or defense of any such Third Party Claim in accordance herewith. If action or claim by the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of all material developments the defense or any settlement negotiations with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to thereto. If the Indemnifying Party elects to defend any such assistance and materials as the Indemnifying Party may reasonably requestaction or claim, all at the sole expense of the Indemnifying Party, and then the Indemnified Party shall have the right at its expense be entitled to participate in the such defense assisted by with counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a reasonable likelihood exists of a material conflict of interest between Third Party Penalty Claim. If the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be entitled to retain liable for any settlement of any action, claim or proceeding effected without its own counselwritten consent; provided, and however, that the Indemnifying Party shall pay not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of contrary, the Indemnified Party. (iii) The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, (Aii) settle or compromise a Third Party Claim any claim or consent to the entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any order which claim or consent to entry of judgment in respect thereof that does not include include, as an unconditional written release term thereof, the giving by the claimant or the plaintiff of to the Indemnified Party Party, a full and complete release from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)claim.

Third Party Claims. If any Action is instituted against an Indemnified Party by a Third Party which involves or appears reasonably likely to involve an Indemnification Claim hereunder (i) The a “Third Party Claim”), the Indemnified Party shall, promptly after receipt of notice of any such Action, notify the Indemnifying Party shall in writing of the commencement thereof; provided, however, that the failure to so notify the Indemnifying Party of the commencement of any such Action will not relieve the Indemnifying Party from Liability in connection therewith except and to the extent (and only to the extent) that such failure has materially prejudiced the Indemnifying Party. Seller will have the right to conductright, at in its sole cost and expensediscretion, to control the defense or settlement of such Third Party Claim, including the appointment by Seller of a recognized and reputable counsel reasonably acceptable to the Indemnified Party (if other than Seller) to be the lead counsel in connection with such defense. Notwithstanding the foregoing: (a) if Seller elects to control the defense or settlement of a Third Party Claim, upon delivery of written notice to the Buyer Indemnified Party (the “Defense Notice”) within twenty (20) days after the or Buyer Indemnifying Party’s receipt of , as the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party case may be, will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified participate in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has (but not assumed control) the defense or settlement of any such Third Party Claim in accordance herewith. If and to employ counsel of its choice for such purpose; provided that, subject to Section 8.5(c), the fees and expenses of such separate counsel will be borne by such Buyer Indemnified Party or Buyer Indemnifying Party timely delivers a Defense Notice and thereby Party; (b) if Seller elects not to conduct control the defense or settlement of the a Third Party Claim, (A) the Indemnifying Party shall keep the Seller Indemnified Party apprised or Seller Indemnifying Party, as the case may be, will be entitled to participate in the defense or settlement of all material developments with respect to any such Third Party Claim and (B) to employ counsel of its choice for such purpose; provided that, subject to Section 8.5(c), the fees and expenses of such separate counsel will be borne by such Seller Indemnified Party or Seller Indemnifying Party; (c) an Indemnified Party that has not assumed control of the defense or settlement of a Third Party Claim will cooperate with be entitled to reimbursement for the fees and make expenses of one separate legal counsel of its choice if such Indemnified Party shall have one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party controlling the defense or settlement of the Third Party Claim and counsel for such assistance and materials as the Indemnifying Party may reasonably request, all at could not adequately represent the sole expense interests of the Indemnifying such Indemnified Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing.; (iid) The Indemnifying Party shall Seller will not be entitled to assume control of, or continue to control if any of the following conditions is not satisfied at any time following Seller’s assumption of control, such defense of any Third Party Claim or settlement (unless otherwise agreed to in writing by the applicable Buyer Indemnified Party) if (Ai) such Third Party Claim is the claim for indemnification, compensation or reimbursement relates to or arises in connection with respect to a any criminal proceeding, action, indictment, allegation or investigation, investigation against the applicable Buyer Indemnified Party; (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Cii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim claim primarily seeks an injunction or equitable or any other equitable non-monetary relief against the applicable Buyer Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted ; or (iii) Seller fails to prosecute or defend such claim; (e) if the Indemnifying Party to control controls the defense or settlement of such any Third Party ClaimClaim against a Indemnified Party, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without obtain the prior written consent of the Indemnified Party, (A) settle Party before entering into any settlement of or compromise a Third Party Claim or consent consenting to the entry of any order judgment with respect to such claim, which does consent will not unreasonably be withheld, conditioned or delayed, unless (1) the terms of the proposed settlement or judgment include as an unconditional written release and with-prejudice term thereof the granting by the claimant third party to any relevant Indemnified Party a release from all Liability in respect of such Third Party Claim; (2) there is (A) no finding or plaintiff admission of any violation of Law by any Indemnified Party, and (B) no finding or admission of any violation of the rights of any Person by any Indemnified Party; and (3) the sole form of relief is monetary damages that shall be paid in full by the Indemnifying Party; and (f) if the Indemnified Party from all liability in respect controls the defense or settlement of the any Third Party Claim, (Bi) settle the Indemnifying Party will be entitled to participate at its own cost in the defense or compromise any settlement of such Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on and to employ counsel of its choice for such purpose and to receive copies of all pleadings, notices and communications with respect to such Third Party Claim, and (ii) the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without obtain the prior written consent of the Indemnifying Party (before entering into any settlement of or consenting to the entry of any judgment with respect to such Third Party Claim, which consent will not to unreasonably be unreasonably conditionedwithheld, withheld conditioned or delayed)., unless (1) the terms of the proposed settlement or judgment include as an unconditional and with-prejudice term thereof the granting by the third party to any relevant Indemnifying Party a release from all Liability in respect of such Third Party Claim; (2) there is (A) no finding or admission of any violation of Law by any Indemnifying Party, and (B) no finding or admission of any violation of the rights of any Person by any Indemnifying Party; and (3) the sole form of relief is monetary damages that will be paid in full by the Indemnified Party; provided, however, that, without the consent of the Indemnifying Party, no settlement of any such Third Party Claim will be determinative of the existence of or amount of Losses relating to such matter or whether such Losses are indemnifiable hereunder

Third Party Claims. (i) The Any Mylan Indemnitee or Abbott Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (a “Third Party Claim”) in respect of any matter that is subject to indemnification under Section 12.1 or Section 12.2, as applicable, shall promptly deliver to the other Party (the “Indemnifying Party”) a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the nature of the Third Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnified Party’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that the failure to so transmit a Third Party Claim Notice shall not affect the Indemnifying Party’s obligations under this Article 12, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. (ii) If a Third Party Claim is asserted against an Indemnified Party, the Indemnifying Party shall have be entitled to participate in the right defense thereof and, if it elects, to conductassume and control the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party and to settle such Third Party Claim at the discretion of the Indemnifying Party; provided, at its sole cost however, that the Indemnifying Party shall not, except with the written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (1) does not include the provision by the Person(s) asserting such claim to all Indemnified Parties of a full, unconditional and expenseirrevocable release from all Liability with respect to such Third Party Claim, (2) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or (3) includes injunctive or other nonmonetary relief affecting any Indemnified Party. If the Indemnifying Party elects to assume the defense of a Third Party Claim, upon delivery of written notice the Indemnifying Party shall not be liable to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (for legal fees or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep subsequently incurred by the Indemnified Party apprised of all material developments in connection with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably requestdefense thereof; provided, all at the sole expense of the Indemnifying Partyhowever, and that the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of thereof and to employ counsel, at its own choosing. expense, separate from the counsel employed by the Indemnifying Party (ii) The it being understood that the Indemnifying Party shall not be entitled to control such defense), provided that the defense of any Third Indemnifying Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively will pay the costs and diligently conduct its defense expenses of such Third Party Claimseparate counsel if, (C) based on the reasonable opinion of legal counsel to the Indemnified Party has been advised by counsel that reasonably acceptable to the Indemnifying Party, a reasonable likelihood exists of a material conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under this Article 12 and fully releases the Indemnifying Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent All of the Indemnified Party, (A) settle Parties shall cooperate in the defense or compromise a Third Party Claim or consent to the entry prosecution of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part in respect of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall indemnity may be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying sought hereunder and each Party (or a duly authorized representative of such consent not to Party) shall (and shall cause its Affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be unreasonably conditioned, withheld or delayed)reasonably requested in connection therewith.

Third Party Claims. (ia) The Indemnifying In the case of a claim, action, suit or proceeding by a third party (a “Third Party Claim”) as to which indemnification is sought by an Indemnified Party, the Responsible Party shall have ninety (90) days after receipt of the right Claim Notice to conductassume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at its sole cost the expense of the Responsible Party, of the settlement or defense thereof, and expense, the Indemnified Party shall reasonably cooperate with it in connection therewith; provided that the Responsible Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Responsible Party assumes the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which chosen by the Indemnifying Party has not assumed Representative shall be paid using the defense of any such Third Party Claim funds in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying PartyEscrow Account, and the Indemnified Party shall have the right at its expense to participate in but not control such defense through counsel chosen by such Indemnified Party; provided that the defense assisted fees and expenses of such counsel shall be borne by such Indemnified Party; provided further, however, that if in the reasonable opinion of counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if Indemnified Party, (A) such Third There are legal defenses available to an Indemnified Party Claim is with respect that are different from or additional to a criminal proceedingthose available to the Indemnifying Party, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that there exists a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, provided that the Indemnifying Party shall not be responsible for more than one (1) such counsel for all the Indemnified Parties and such counsel shall be selected by the Indemnifying Party. So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim except with the prior written consent of the Responsible Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim without the prior consent of the Responsible Party; provided that in such event it shall waive any right to indemnity by the Responsible Party or from the Escrow Account, as the case may be, for such claim. If the Responsible Party does not notify the Indemnified Party within ninety (90) days after the receipt of the Claim Notice that it elects to undertake the defense thereof or is otherwise prohibited from doing so pursuant to the terms hereof, the Indemnified Party shall have the right to contest, settle or compromise the claim without consent and shall not thereby waive any right to indemnity pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party, either (i) enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim, or (ii) consent to the entry of any judgment. (b) The Parties shall cooperate with each other in all reasonable respects in the investigation, trial and defense of any Third Party Claim or (D) and any appeal arising therefrom and shall furnish such Third Party Claim seeks an injunction or records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to each party and its agents and representatives to, and reasonable retention by each party of records and information which have been identified by the other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party party as being reasonably relevant to control the defense of such Third Party Claim, and the Indemnifying Party desires making employees available on a mutually convenient basis to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, provide additional information and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry explanation of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability material provided hereunder. The parties shall cooperate with each other in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is notifications to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)insurers.

Third Party Claims. (i1) The Indemnifying Party shall have the right to conduct, conduct at its sole cost and expense, expense the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “"Defense Notice”") within twenty (20) 20 days after the Indemnifying Party’s 's receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires)Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel and acknowledge, without qualification, the right of the Indemnified Party to be reasonably satisfactory to the Indemnified Party)indemnified for Losses incurred in connection with such Third Party Claim. The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii2) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (Ai) such Third Party Indemnity Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Cii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim Claim, or (Diii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party). (iii3) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, Party (Ai) settle or compromise a Third Party Claim or consent to the entry of any order Order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, ; (Bii) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party Party; or (Ciii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed).

Third Party Claims. If any lawsuit, enforcement action, demand or claim is brought or made by any other non-Affiliate Person (ia “Third Party Claim”) The against an Indemnified Party which is the basis for an indemnification claim pursuant to Section 9.2 or Section 9.3, the Indemnifying Party shall have the right be entitled, if it so elects, to conduct, at its sole cost and expense, take control of the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature and investigation of the Third Party Claim so requires); provided that and to employ and engage attorneys of its own choice reasonably acceptable to the Defense Notice shall specify Indemnified Party to handle and defend the counsel Third Party Claim, at the Indemnifying Party’s cost, risk and expense. Any election by the Indemnifying Party will appoint to defend such take control of the defense and investigation of a Third Party Claim (such counsel shall not be deemed a waiver of the Indemnifying Party’s right to determine at a later date that the Third Party Claim is not entitled to indemnification under this Agreement, in which case Indemnifying Party may, in the exercise of its sole discretion, determine not to continue to defend that Third Party Claim and any action taken by the Indemnifying Party in connection with that determination shall be reasonably satisfactory undertaken in a manner so as not to materially prejudice the defense or the rights of the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance cooperate with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed so as to minimize the risk of any such prejudice. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of any such Third Party Claim and any resulting appeal, which shall include: (a) furnishing such records, information and testimony, and attending such conferences, discovery proceedings, hearings, trials and appeals, as reasonably may be requested in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of connection with the Third Party Claim, (Ab) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available affording access during normal business hours to the Indemnifying Party such assistance to, and materials as reasonable retention by the Indemnified Party of, records and information which are reasonably relevant to the Third Party Claim, and (c) making its employees available on a mutually convenient basis to provide additional information and explanation of any material provided to the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the under this Agreement. The Indemnified Party shall have the right nevertheless may, at its expense to own cost, participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively trial and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Partyresulting appeal. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (ia) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted of any Claim asserted by any Third Party (“Third Party Claim”) and, subject to the limitations set forth in this Section 9.05, shall be entitled to control and appoint lead counsel (reasonably acceptable to the Indemnified Party) for such defense; provided that, prior to assuming control of its own choosing. (ii) The such defense, the Indemnifying Party must acknowledge that it would have an indemnification obligation for any Losses resulting from such Third Party Claim as provided under this Article 9; and provided, further that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (Ai) such the Third Party Claim is relates to or arises in connection with respect to a any criminal proceeding, action, indictment, allegation or investigation, (Bii) it fails the Indemnified Party reasonably believes an adverse determination with respect to actively and diligently conduct its defense the Third Party Claim would be detrimental to the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, as reasonably determined by the Indemnified Parties or (v) the specified damages of such Third Party Claim exceeds an amount equal to the unexhausted portion of the Indemnity Holdback less the sum of (A) the amount subject to any other Claims outstanding plus (B) the reasonably anticipated expenses for litigation of such Claim. The Indemnifying Party shall conduct any such defense in good faith, with appropriate diligence and in the best interest of the Indemnified Party. All expenses required to be paid by the Indemnifying Party described in this Article 9 may be paid from the Indemnity Holdback; provided that Parent has provided its written consent regarding all such expenses (Cwhich consent shall not be unreasonably withheld). (b) If the Indemnifying Party is not entitled to, has declined to, or does not assume control of the defense of such a Third Party Claim (or has failed to notify the Indemnified Party has been advised by counsel that a reasonable likelihood exists in writing of a material conflict its election to defend such Third Party Claim) within thirty (30) days of interest between the Indemnifying Party’s receipt of notice of such Claim, then the Indemnified Party may notify the Indemnifying Party and in writing that it elects to assume control of the defense of such a Third Party Claim, in which case, the Indemnifying Party shall not have the right to assume the defense of such Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.05, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction the settlement imposes injunctive or other equitable relief against against, or any other adverse effect on, the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the . (d) The Indemnified Party shall be entitled to retain participate in the defense of any Third Party Claim and to employ separate counsel of its own counsel, choice for such purpose. The fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall pay the reasonable and documented fees and expenses of one such separate counsel (in addition i) incurred by the Indemnified Party prior to any required local counsel) the date the Indemnifying Party assumes control of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent defense of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to (ii) if representation of both the entry of any order which does not include an unconditional written release by the claimant or plaintiff of Indemnifying Party and the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms same counsel would create a conflict of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)interest.

Third Party Claims. (ia) Promptly after the receipt by an Indemnified Party of notice of the commencement of any Action by a third party (a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against the Indemnifying Party, give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party (a “Third Party Claim Notice”); provided, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, subject to the Claim Period not having expired, except to the extent that such failure to give notice shall prejudice any substantive defense available to the Indemnifying Party. (b) The Indemnifying Party shall have the right be entitled to conduct, at its sole cost and expense, assume the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that the Defense Notice shall specify the with counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party’s sole expense; provided, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (Ai) such the Third Party Claim is relates to or arises in connection with respect to a any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim, or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article X, within thirty (30) days after receipt of a Third Party Claim Notice. The Indemnifying Party shall have the right, at its sole cost and expense, to monitor the defense of any Third Party Claim, the defense of which it is not entitled to assume or control pursuant to this Section 10.7. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim without the consent of the Indemnified Party unless the settlement shall include (A) no admission of liability on the part of any Indemnified Party and (B) it fails an unconditional release of each Purchaser Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to actively and diligently conduct its defense of the Indemnified Party, from all liability with respect to such Third Party Claim, (Cii) it shall indemnify and hold the Indemnified Party harmless from and against any Losses caused by or arising out of any settlement or judgment of such Third Party Claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party has been advised shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; provided, that the fees, costs and expenses of such counsel that a reasonable likelihood exists shall be at the expense of a material conflict of interest between the Indemnifying Party if the Indemnifying Party and the Indemnified Party with respect are both named parties to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances proceedings and the Indemnified Party has nonetheless permitted shall have reasonably concluded that representation of both parties by the Indemnifying Party same counsel would be inappropriate due to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the actual or potential differing interests between them. (d) The Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) not settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to in writing by the Indemnifying Party, such consent not to be unreasonably conditioned, withheld or delayed). (e) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Any consent to be given by the Purchaser Indemnified Parties under this Section 10.7 shall be given by the Purchaser acting on behalf of the Purchaser Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 10.7 shall be given by the Parent Seller acting on behalf of the Seller Indemnified Parties. (f) This Section 10.7 shall not apply to Tax Contests, which shall be governed by Section 10.8 nor shall it apply to Covered Claims, which shall be governed by Schedule 10.2(f) of the Disclosure Letter.

Third Party Claims. If any Indemnified Party 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 (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto unless, and only to the extent, that the Indemnifying Party can demonstrate actual material loss and material prejudice as a result of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party, to assume the defense of any Third Party (the “Defense Notice”) within twenty (20) days after Claim at the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel expense and by the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to Party’s own counsel, and the Indemnified Party). The Indemnified Party shall be entitled to be indemnified cooperate in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the good faith in such defense; provided, that such Indemnifying Party has shall not assumed have the right to defend or direct the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, that (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (Bx) the Indemnified Party will cooperate reasonably believes an adverse determination with and make available respect to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect would be materially detrimental to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) materially injure the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim Party’s reputation or future business prospects, or (Dy) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the foregoing circumstances Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party has nonetheless permitted Party; or (C) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal or regulatory proceeding, action, indictment, allegation or investigation, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to control the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party may, pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Company and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.03) 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 or appropriate persons of the non-defending party as may be entitled to retain its own counselreasonably necessary for the preparation of the defense of such Third Party Claim. Notwithstanding any other provision of this Agreement, and the Indemnifying Party shall pay the reasonable and documented fees and expenses not enter into settlement of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Third Party shall not, Claim without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If any Indemnified Party 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 (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that such failure has a prejudicial effect on the defense or other rights available to the Indemnifying Party. Such written notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof, shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party, shall set forth the basis thereof and the provisions of this Agreement upon which claim for indemnification is made, and, to the extent practicable, shall include any other material details pertaining thereto. The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party, to assume the defense of any Third Party (the “Defense Notice”) within twenty (20) days after Claim at the Indemnifying Party’s receipt of expense and by the Claim Notice (or sooner Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint is Seller, such Indemnifying Party shall not have the right to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed or direct the defense of any such Third Party Claim in accordance herewiththat (x) seeks an injunction or other equitable relief against the Indemnified Party, (y) relates to any Gaming Authority, criminal or quasi-criminal matter or (z) the Indemnified Party is reasonably advised by outside counsel chosen by it that there are one or more legal or equitable defenses available to the Indemnified Party that Indemnifying Party cannot assert on behalf of the Indemnified Party. If In the event that the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct assumes the defense of the any Third Party Claim, (Asubject to Section 8.5(b) it shall have the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and (B) on behalf of the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the . The Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim with counsel selected by Indemnified Party (at its expense) subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) such Third there are legal defenses available to an Indemnified Party Claim is with respect that are different from or additional to a criminal proceeding, action, indictment, allegation those available to the Indemnifying Party; or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that there exists a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of a single counsel to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In If the event of any of the foregoing circumstances and Indemnifying Party elects not to or is not permitted under this Section 8.5(a) to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party has nonetheless permitted the Indemnifying Party in writing of its election to control defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.5(b), pay, compromise or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The parties shall cooperate with each other in all reasonable respects in connection with the Indemnifying defense of any Third Party desires Claim, including making available (subject to so control the provisions of Section 5.3) records relating to such defenseThird Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. No Indemnified Party shall be entitled to retain its own counselrecover under Article VIII unless a claim has been asserted by written notice, and specifying the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) details of the Indemnified Party. (iii) The Indemnifying Party shall notalleged breach with reasonable particularity, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms sections of this Agreement alleged to have been breached, a good faith estimate of the Losses claimed, and all the relevant facts with respect thereto, delivered to Seller, PropCo or Buyer (as the case may be) on or prior to the expiration of the applicable survival period (in which case the applicable survival period shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (deemed to extend until such consent not to be unreasonably conditioned, withheld or delayedclaim has been finally resolved).

Third Party Claims. An Indemnified Party shall give written notice to any Indemnifying Party within 30 days after it has actual knowledge of commencement or assertion of any action, proceeding, demand, or claim by a third party (icollectively, a “Third Party Claim”) The in respect of which such Indemnified Party may seek indemnification under Section 5.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, may have to such Indemnified Party under this Article 5, except to the right extent the failure to conductgive such notice materially and adversely prejudices such Indemnifying Party. In case any such action, at its sole cost and expenseproceeding or claim is brought against an Indemnified Party, so long as (a) the defense of a Third Indemnifying Party Claim, upon delivery of written notice has acknowledged in writing to the Indemnified Party (that it is liable to the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Indemnified Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend for such Third Party Claim pursuant to this Section 5.3, (b) in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnifying Party does not exist in respect of such Third Party Claim and (c) in the reasonable judgment of the Indemnified Party such Third Party Claim does not entail a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party (a “Third Party Penalty Claim”) (the forgoing conditions being referred to as the “Control Conditions”), the Indemnifying Party shall be entitled to participate in and assume the defense thereof, with counsel to be selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees , and expenses of counsel for any period during which after notice from the Indemnifying Party has not assumed to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than as expressly provided below in this Section 5.3; provided, that nothing contained herein shall permit Seller to control or participate in any Tax contest or dispute involving Purchaser or any Affiliate of Purchaser, or permit Purchaser to control or participate in any Tax contest or dispute involving Seller or any Affiliate of Seller other than the Company. In the event that (i) the Indemnifying Party advises an Indemnified Party that it will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at is sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense reasonable judgment of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between it and the Indemnifying Party and the Indemnified Party with exists in respect to of such Third Party Claim or (D) such the action or claim is a Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and Penalty Claim, then the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim, and the Indemnifying Party desires to so control such shall be liable for and shall reimburse the Indemnified Party promptly and periodically for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to retain participate in such defense with counsel of its own counselchoice at its sole cost and expense. If any of the Control Conditions is not satisfied or becomes unsatisfied, (x) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (y) the Indemnifying Party shall pay will reimburse the Indemnified Party promptly and periodically for the reasonable costs or defending against such Third Party Claim (including reasonable consultant, attorney and documented fees expert witness fees, disbursements and expenses of one counsel expenses), and (in addition to z) the Indemnifying Party will remain responsible for any required local counsel) of losses the Indemnified Party. (iii) Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such Third Party Claim to the fullest extent provided in this Article 5. The Indemnifying Party and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. Notwithstanding anything in this Section 5.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of judgment in respect thereof which imposes any criminal liability or civil fine or sanction or equitable remedy on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)claim.

Third Party Claims. (i) The With respect to any Third Party Claims, the Indemnifying Party shall have the right to conductright, at its sole cost expense and expenseat its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice. In such event, the defense of a Third Indemnifying Party Claim, upon delivery of written notice to shall reimburse the Indemnified Party (for all the “Defense Notice”) within twenty (20) days after the Indemnifying Indemnified Party’s receipt 's reasonable out-of-pocket expenses as a result of the Claim Notice (or sooner if the nature such assumption. The election of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend assume such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party control shall be entitled to be indemnified in accordance with the terms made within 60 days of this Agreement for the reasonable fees and expenses receipt of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense notice of the Third Party Claim, (A) failing which the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect be deemed to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available have elected not to do so. If the Indemnifying Party elects to assume such assistance and materials as the Indemnifying Party may reasonably requestcontrol, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in be informed and consulted with respect to the defense assisted by counsel negotiation, settlement or defenses of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect and to a criminal proceedingretain counsel to act on its behalf, action, indictment, allegation or investigation, (B) it fails to actively but the fees and diligently conduct its defense disbursements of such Third Party Claim, (C) counsel shall be paid by the Indemnified Party has been advised by unless the Indemnifying Party consents to the retention of such counsel that a reasonable likelihood exists of a material conflict of interest between or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party with respect to such Third and a representation of both the Indemnifying Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party Party, having elected to control assume such control, thereafter fails to defend the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseClaim within a reasonable time, the Indemnified Party shall be entitled to retain its own counselassume such control, and the Indemnifying Party shall pay be bound by the reasonable and documented fees and expenses results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of one counsel (in addition a nature such that the Indemnified party is required by applicable Law to make a payment to any required local counselPerson (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to Section 8.1(b) and Section 8.1(c) above, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iiiii) The If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defenses of any Third Party Claim, the Indemnifying Party shall not, not settle any Third Party Claim without the prior written consent of the Indemnified Party, (A) settle which consent shall not be unreasonably withheld or compromise a Third Party Claim or consent to delayed; but then the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (shall be limited to the proposed settlement amount if any such consent is not obtained for any reason. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to be unreasonably conditionedThird Party Claims, withheld or delayedand, regardless of which party has control thereof as provided for herein, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes avail able).

Third Party Claims. (ia) In the case of Claims made by a third party after the Closing (a “Third Party Claim”) with respect to which the Claiming Party seeks to make a Claim against the Responding Party as a result of the breach by the Responding Party of any representation, warranty, certification or covenant made by such Responding Party in or pursuant to this Agreement or any Closing Document, the Claiming Party shall give written notice to the Responding Party of any such Third Party Claim forthwith after receiving notice thereof. If the Claiming Party fails to give such written notice to the Responding Party, such failure shall not preclude the Claiming Party from making such Claim against the Responding Party, but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Third Party Claim or increased the amount of liability or the cost of the defence. (b) The Responding Party shall have the right, by written notice to the Claiming Party given not later than thirty (30) days after receipt of the notice referred to in Subsection 6.6(a), to assume the control of the defence, compromise or settlement of the Third Party Claim. (c) Upon the assumption of control of any Third Party Claim by the Indemnifying Party as contemplated by Subsection 6.6(b), the Responding Party shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Claiming Party and, in connection therewith, the Claiming Party shall co-operate fully (but at the expense of the Responding Party with respect to any reasonable out-of-pocket expenses incurred by the Claiming Party) to make available to the Responding Party all pertinent information and witnesses under the Claiming Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the Claiming Party to conduct such defence. The Claiming Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense negotiation, settlement or defence of any Third Party Claim if (A) such at its own expense and no Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counselsettled, and the Indemnifying Party shall pay the reasonable and documented fees and expenses compromised or otherwise disposed of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Claiming Party, (A) settle such consent not to be unreasonably withheld or compromise a delayed. If the Responding Party elects to assume control of the Third Party Claim as contemplated by Subsection 6.6(b), the Claiming Party shall not pay, or permit to be paid, any part of the Third Party Claim unless the Responding Party consents in writing to such payment or unless the Responding Party, subject to the last sentence of Subsection 6.6(d), withdraws from the defence of such Third Party Claim or consent unless a final judgment from which no appeal may be taken by or on behalf of the Responding Party is entered against the Claiming Party in respect of such Third Party Claim. (d) If the Responding Party fails to give written notice to the entry of any order which does not include an unconditional written release Claiming Party as contemplated by Subsection 6.6(b), the claimant or plaintiff of the Indemnified Claiming Party from all liability in respect shall be entitled to make such settlement of the Third Party Claim, (B) settle or compromise otherwise deal therewith, as it deems appropriate, acting reasonably, and such settlement or any other final determination of the claim or demand shall be binding upon the Responding Party. If the Responding Party fails to defend or, if after commencing or undertaking such defence, fails to prosecute or withdraws from such defence, the Claiming Party shall have the right to undertake the defence or settlement thereof. If the Claiming Party assumes the defence of any Third Party Claim if and proposes to settle it prior to a final judgment thereon or to forego any appeal with respect thereto, then the Claiming Party shall give the Responding Party prompt written notice thereof, and the Responding Party shall have the right to participate in the settlement imposes equitable or other non-monetary remedies assume or other obligations on reassume the Indemnified Party or (C) settle or compromise any defence of such Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Claim.

Third Party Claims. If any Indemnified Party 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 (ia "Third Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assume the defense of any Third Party Claim if (A) at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim is with respect in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, (C) fails to promptly notify the Indemnified Party has been advised by counsel that a reasonable likelihood exists in writing of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect its election to such Third Party Claim defend as provided in this Agreement, or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party fails to control diligently prosecute the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled may, subject to retain its own counselSection 8.05(b), and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall notpay, without the prior written consent of the Indemnified Partycompromise, (A) settle or compromise a defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or consent relating to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the such Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. Promptly after receipt by any Purchaser Party or Company Party (iin either case, an “Indemnified Party”) The of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to Section 4.6(a), such Indemnified Party shall promptly notify the applicable Purchaser or the Company (as applicable, the “Indemnifying Party”) in writing describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have thirty (30) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the right to conductundertake, at its sole cost conduct and expensecontrol, the defense defense, conduct and settlement of a Third Party Claim, upon delivery of written notice to such third party claim and the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint provide its reasonable cooperation, including providing reasonable access to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees records and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claimpersonnel, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party in connection therewith. In any such assistance and materials as the Indemnifying Party may reasonably requestAction, all at the sole expense of the Indemnifying Party, and the any Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of retain its own choosing. (ii) The Indemnifying Party shall not be entitled to control counsel, but the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively fees and diligently conduct its defense expenses of such Third Party Claim, (C) counsel shall be at the expense of such Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between unless (i) the Indemnifying Party and the Indemnified Party with respect shall have mutually agreed to the retention of such Third Party Claim or counsel, (Dii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party shall have failed to control assume the defense of such Third Party ClaimAction within such thirty (30) calendar day period, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall notnot be liable for any settlement of any Action effected without its written consent, without which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, (A) settle or compromise a Third the Indemnifying Party Claim or consent to the entry shall not effect any settlement of any order pending or threatened Action in respect of which does not include any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional written release by the claimant or plaintiff of the such Indemnified Party from all liability in respect arising out of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Action.

Third Party Claims. (i) If a claim by a third party is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under Section 17, such Indemnified Party shall promptly notify the Indemnifying Party of such claims; provided, that the failure to so notify shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the right to conductconduct and control, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice through counsel reasonably acceptable to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, of the settlement or defense thereof and the Indemnified Party shall have cooperate with it in connection therewith; provided, that (i) the right at its expense Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the defense assisted fees and expenses of such counsel shall be borne by counsel of its own choosing. such Indemnified Party and (ii) The the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the defense fees and expenses of any Third counsel retained by the Indemnified Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Ci) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (Dii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third claim. Any Indemnified Party Claim seeks an injunction shall have the right to employ separate counsel in any such action or other equitable relief against claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (y) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (z) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted So long as the Indemnifying Party to control the defense of is reasonably contesting any such Third Party Claim, and the Indemnifying Party desires to so control such defenseclaim in good faith, the Indemnified Party shall be entitled not pay or settle any such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to retain its own counselpay or settle any such claim, and provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall pay have consented to such payment or settlement. If the reasonable and documented fees and expenses of one counsel Indemnifying Party does not notify the Indemnified Party within thirty (in addition to any required local counsel30) days after the receipt of the Indemnified Party. (iii) ’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, without except with the prior written consent of the Indemnified Party, (A) settle which consent shall not be unreasonably withheld, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Agreement and does not include as an unconditional term thereof the giving by the person or compromise a Third Party Claim persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or consent to the entry of any order which does not include an unconditional written release by judgment. The Indemnifying Party and the claimant or plaintiff Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any claim, including making available records relating to such claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party from all liability in respect as may be reasonably necessary for the preparation of the Third Party Claim, (B) settle defense of any such claim or compromise for testimony as witnesses in any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is proceeding relating to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)claim.

Third Party Claims. (i) The If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Indemnifying Party shall have 15 days (or such shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt by the Indemnifying Party of the Notice of Claim (the "Notice Date") to notify the Indemnified Party in writing of the election by the Indemnifying Party to defend the Third Party Claim on behalf of the Indemnified Party. (ii) If the Indemnifying Party elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials in its possession which are reasonably required in the defense of the Third Party Claim and the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party or Indemnifying Party). (iii) In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, which shall not be unreasonably withheld. (iv) If the Indemnifying Party elects to defend a Third Party Claim, the Indemnified Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified participate in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, at the Indemnified Party's expense (and without the right to indemnification for such expense under this Agreement). However, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if: (A) the use of the counsel chosen by the Indemnifying Party shall keep to represent the Indemnified Party apprised would present such counsel with a conflict of all material developments with respect to such Third Party Claim and interest; (B) the parties to such proceeding include both the Indemnified Party will cooperate with and make the Indemnifying Party and there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party such assistance and materials as Party; (C) within 10 days after being advised by the Indemnifying Party of the identity of counsel to be retained to represent the Indemnified Party, the Indemnified Party objects to the retention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), and the Indemnifying Party does not retain different counsel reasonably satisfactory to the Indemnified Party; or (D) the Indemnifying Party authorizes the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party. (v) If the Indemnifying Party does elect to defend a Third Party Claim, or does not defend a Third Party Claim in good faith, the Indemnified Party may, in addition to any other right or remedy it may reasonably requesthave hereunder, all at the sole and exclusive expense of the Indemnifying Party, and defend such Third Party Claim. However, such expenses shall be payable by the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim only if (A) and when such Third Party Claim is becomes payable. (vi) To the extent that an Indemnified Party recovers on a Third Party Claim, the amount of such recovery (after deduction of all costs and expenses incurred in connection with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim) shall reduce, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defensedollar-for-dollar, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended indemnification obligation otherwise owing by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Party.

Third Party Claims. (i1) If any third party shall notify either party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim, for indemnification against the other party (the “Indemnifying Party”) under this Lease, then the Indemnified Party shall promptly (and in any event within ten business days’ after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (2) The Indemnifying Party shall will have the right at any time to conduct, at its sole cost assume and expense, thereafter conduct the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the with counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be of its choice reasonably satisfactory to the Indemnified Party). The ; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement releases the Indemnified Party completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be indemnified in accordance with the terms of this Agreement liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the indemnified Party reasonably determines, after conferring with its outside , counsel, cannot be separated from any period during which related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying Party has not assumed shall be entitled to assume the defense of any such Third Party Claim in accordance herewith. If the portion relating to money damages. (3) Unless and until the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct assumes the defense of the Third Party ClaimClaim as provided above, (A) the Indemnifying Party shall keep however, the Indemnified Party apprised of all material developments with respect to such may defend against the Third Party Claim and (B) in any manner it reasonably may deem appropriate. Notwithstanding the above, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant judgment or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise enter into any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)delayed unreasonably. (4) The party defending a Third Party Claim shall conduct the defense actively and diligently, and all parties shall cooperate in the defense of such claim. Such cooperation shall include the provision and access to the defending party of documents, information, books and records reasonably requested by the defending party and material to such claim, and making available employees as may be reasonably requested by the party defending such claim and as shall be reasonably required In connection with the defense of such claim and litigation resulting there from.

Third Party Claims. (i) The Seller Indemnitees or Buyer Indemnitees, as the case may be (the “Indemnified Party”), shall promptly notify the party or parties potentially liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against an Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (the “Notice of Claim”). The Indemnifying Party shall have the right (but not the obligation) to conduct, at its sole cost assume and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if and to retain (Aat the Indemnifying Party’s expense) such Third Party Claim is with respect counsel of its choice, reasonably acceptable to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect Party, to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against represent the Indemnified Party. In Notwithstanding the event of any of the foregoing circumstances and Indemnifying Party’s election to appoint counsel to represent the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such in any Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled have the right to retain its own employ separate counsel, and the Indemnifying Party shall pay bear the reasonable and documented fees fees, costs and expenses of one such separate counsel, if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest. The Indemnifying Party shall have ten (in addition to any required local counsel10) days from the receipt of the Notice of Claim to notify the Indemnified Party whether or not it desires to defend such Third Party Claim failing which the Indemnifying Party shall be deemed to have waived such option. The party assuming defense of a Third Party Claim is hereinafter referred to as the “Controlling Party” and the other party as the “Co-Party”. (ii) In defending the Third Party Claim, the Controlling Party shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim. The Co-Party shall take such actions as reasonably necessary to cooperate with the Controlling Party and its counsel in defending such Third Party Claim. The Controlling Party shall keep the Co-Party reasonably informed of the development of the underlying claim. The Controlling Party shall allow the Co-Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. (iii) The Indemnifying Controlling Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or be authorized to consent to a settlement of, or the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the judgment arising from, any Third Party Claim, without the consent of the Co-Party, provided that the Controlling Party shall (Bx) settle pay or compromise cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (y) not encumber any Third Party Claim if of the settlement imposes equitable or other non-monetary remedies or other obligations on the material assets of an Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and (Cz) settle obtain, as a condition of any settlement or compromise other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Claim.

Third Party Claims. Promptly after receipt by any Purchaser Party or Company Party (iin either case, an “Indemnified Party”) The of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to Section 4.7(a), such Indemnified Party shall promptly notify the applicable Purchaser or the Company (as applicable, the “Indemnifying Party”) in writing describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have ten (10) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the right to conductundertake, at its sole cost conduct and expensecontrol, the defense defense, conduct and settlement of a Third Party Claim, upon delivery of written notice to such third party claim and the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint provide its reasonable cooperation, including providing reasonable access to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees records and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claimpersonnel, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party in connection therewith. In any such assistance and materials as the Indemnifying Party may reasonably requestAction, all at the sole expense of the Indemnifying Party, and the any Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of retain its own choosing. (ii) The Indemnifying Party shall not be entitled to control counsel, but the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively fees and diligently conduct its defense expenses of such Third Party Claim, (C) counsel shall be at the expense of such Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between unless (i) the Indemnifying Party and the Indemnified Party with respect shall have mutually agreed to the retention of such Third Party Claim or counsel, (Dii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party shall have failed to control assume the defense of such Third Party ClaimAction within such ten (10) calendar day period, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall notnot be liable for any settlement of any Action effected without its written consent, without which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, (A) settle or compromise a Third the Indemnifying Party Claim or consent to the entry shall not effect any settlement of any order pending or threatened Action in respect of which does not include any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional written release by the claimant or plaintiff of the such Indemnified Party from all liability in respect arising out of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Action.

Third Party Claims. (ia) The If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Parent Group or the Lithium Group of any claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 8.02 or Section 8.03, or any other Section of this Agreement (collectively, a “Third-Party Claim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 8.04(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIII, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but shall not be required) to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third-Party Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with Section 8.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions to its defense. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to conductemploy separate counsel and to participate in (but not control) the defense, at its sole cost compromise, or settlement thereof, but the fees and expenseexpenses of such counsel shall be the expense of such Indemnitee; provided, however, in the event that (i) the Indemnifying Party has elected to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice or (ii) the Third-Party Claim involves injunctive or equitable relief, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Third-Party Claim, upon delivery or fails to notify an Indemnitee of written notice to its election as provided in Section 8.04(b), such Indemnitee may defend such Third-Party Claim at the Indemnified Party (the “Defense Notice”) within twenty (20) days after cost and expense of the Indemnifying Party’s receipt of . Any legal fees and expenses incurred by the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice Indemnitee in connection with defending such claim shall specify the counsel be paid by the Indemnifying Party will appoint at the actual rates charged by counsel. (d) Unless the Indemnifying Party has failed to defend such Third assume the defense of the Third-Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the reasonable fees and expenses consent of counsel for any period during which the Indemnifying Party. If an Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects failed to conduct assume the defense of the Third Third-Party Claim within the time period specified in clause (b) above, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) In the case of a Third-Party Claim, (A) the no Indemnifying Party shall keep consent to entry of any judgment or enter into any settlement of the Indemnified Party apprised of all material developments with respect to such Third Third-Party Claim and (B) without the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense consent of the Indemnifying PartyIndemnitee if the effect thereof is (i) to permit any injunction, and the Indemnified Party shall have the right at its expense declaratory judgment, other order or other non-monetary relief to participate be entered, directly or indirectly, against any Indemnitee or (ii) to ascribe any fault on any Indemnitee in the defense assisted by counsel of its own choosingconnection with such defense. (iif) The Indemnifying Party shall not be entitled to control Notwithstanding the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseforegoing, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyIndemnitee, (A) settle or compromise a Third any Third-Party Claim or consent to the entry of any order judgment which does not include as an unconditional written release term thereof the delivery by the claimant or plaintiff to the Indemnitee of the Indemnified Party a written release from all liability Liability in respect of the Third such Third-Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (i) The Indemnifying A JEA Indemnified Party shall promptly notify Service Provider of the assertion of any Third Party Claim against it for which it is entitled to be indemnified hereunder, shall give Service Provider the opportunity to defend such claim, and shall not settle the claim without the approval of Service Provider. Service Provider shall be entitled to control the handling of any such Third Party Claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is acceptable to the JEA Indemnified Parties; provided, however, that, in the case of any such settlement, Service Provider shall also obtain written release of all liability of the JEA Indemnified Parties, in form and substance reasonably acceptable to the JEA Indemnified Parties. Notwithstanding the foregoing, each JEA Indemnified Party shall have the right to conductemploy its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to Service Provider of its assumption of the defense thereof shall be at its sole cost the expense of such JEA Indemnified Party unless: (1) the employment of counsel by such JEA Indemnified Party has been authorized by Service Provider; (2) counsel to such JEA Indemnified Party shall have reasonably concluded that there may be a conflict on any significant issue between Service Provider and expense, such JEA Indemnified Party in the conduct of the defense of a Third Party Claim, upon delivery of written notice such claim; or (3) Service Provider shall not in fact have employed counsel reasonably acceptable to the JEA Indemnified Party (to assume the “Defense Notice”) defense of such claim within twenty (20) days after following the Indemnifying Party’s receipt by Service Provider of the Claim Notice (or sooner if notice from the nature JEA Indemnified Party regarding the assertion of the Third Party Claim so requires); provided that applicable claim, in each case the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying JEA Indemnified Party shall keep be at the Indemnified Party apprised expense of all material developments Service Provider; provided, however, that, with respect to such Third Party Claim clauses (2) and (B3) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably requestof this sentence, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party Service Provider shall not be entitled obligated to pay the fees and expenses of more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such JEA Indemnified Parties with respect to any claims arising out of the same events or facts or the same series of events or facts. Service Provider shall not be entitled, without the consent of such JEA Indemnified Party, to assume or control the defense of any Third Party Claim if (A) claim as to which counsel to such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the JEA Indemnified Party has been advised by counsel shall have reasonably made the conclusion that there may be a reasonable likelihood exists of a material conflict of interest on any significant issue between the Indemnifying Party Service Provider and the such JEA Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against in the Indemnified Party. In the event conduct of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claimclaim as set forth in clause (ii) above, and provided that the Indemnifying Party desires to so control such defense, the Indemnified Party foregoing limitation shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability apply only with respect to those issues for which there may be such a conflict. These indemnification provisions are for the protection of the JEA Indemnified PartyParties only and shall not establish, of themselves, any liability to third parties. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms The provisions of this Agreement Section 8.2 shall be settled survive termination or compromised by the Indemnified Party without the prior written consent expiration of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)this Agreement.

Third Party Claims. (ia) The Indemnifying Party shall have In the right event that any Person desires to conductmake a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at its sole cost and expense, the defense of any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), upon delivery of written notice the Person or Persons entitled to the Indemnified Party indemnification hereunder (the “Defense NoticeIndemnified Party”) within twenty shall promptly notify the Party or Parties required to provide indemnification hereunder (20) days after the “Indemnifying Party’s receipt ”) of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the claim of indemnification with respect thereto, provided that failure of the Indemnified Party will cooperate with to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and make available to provided that the Indemnifying Party such assistance and materials as confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party may reasonably requestunder the applicable provisions of this Article X, all at the sole expense of the Indemnifying PartyParties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party shall have the right at its expense a reasonable opportunity to participate in the defense assisted by of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its own choosing. (ii) The Affiliates and representatives to, cooperate fully with the Indemnifying Party shall not be entitled to control Parties in the defense of any Third Party Claim if defended by the Indemnifying Parties. (Ac) such The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim is Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with respect the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a criminal proceedingcondition of any settlement or other resolution, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense a complete release of any Indemnified Party potentially affected by such Third Party Claim, . (Cd) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party has been advised by counsel or Dynamic Indemnified Party, as applicable, for purposes of any claim that a reasonable likelihood exists of Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against a claim anywhere in the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Partyworld. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If any claim or demand in respect of which an Indemnified Party might seek indemnity under this Article X is asserted against such Indemnified Party by a Person (i) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a “Third Party Claim”), upon delivery of the Indemnified Party shall give written notice (the “Third Party Claim Notice”) and the details thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to the Indemnifying Party within a period of thirty (30) days following the assertion of the Third Party Claim against the Indemnified Party (the “Defense NoticeThird Party Claim Notice Period”) provided that the failure to so notify the Indemnifying Party within the Third Party Claim Notice Period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. Within twenty (20) days after the Indemnifying Party’s its receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires)Notice by the Indemnifying Party, the Indemnifying Party shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this Article X, which response shall be final and irrevocable; provided that the Defense Notice shall specify the counsel if the Indemnifying Party will appoint shall fail to timely deny its obligations to so indemnify and defend, it shall be deemed to have irrevocably acknowledged its obligation to so indemnify and defend unless such delay does not prejudice the rights of the Indemnified Party. If the Indemnifying Party acknowledges (or is deemed to acknowledge) its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim (such counsel by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be reasonably satisfactory settled, at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all Liability, unless consented to by the Indemnified Party). The Indemnified Party shall be entitled will cooperate fully in such defense, including by making available to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed all books, records and documents within the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects Indemnified Party’s control or that it can reasonably obtain relating to conduct the defense of the Third Party Claim, (A) and all costs or expenses incurred by it at the request of the Indemnifying Party shall keep be paid by the Indemnifying Party. The Indemnified Party may, at the Indemnifying Party’s cost and expense, at any time to prevent default or protect its interests file any pleadings or take any other action that the Indemnified Party apprised reasonably believes to be necessary or appropriate to protect its interests due to the failure of all material developments with respect the Indemnifying Party to diligently defend such Third Party Claim. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim and (B) the Indemnified Party will cooperate with and make available to conducted by the Indemnifying Party such assistance and materials as pursuant to this Section 10.4(a). Notwithstanding anything herein to the Indemnifying Party may reasonably requestcontrary, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the defense Indemnified Party) and shall pay the fees and expenses of any Third counsel retained by the Indemnified Party Claim if (Ai) such Third Party Claim is the claim for indemnification relates to or arises in connection with respect to a any criminal proceeding, actionor quasi-criminal Action, indictment, allegation or investigation, ; (Bii) it fails to actively and diligently conduct its defense of such Third Party Claim, the claim seeks an injunction or equitable relief against the Indemnified Party; (Ciii) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim Party; or (Div) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party failed or is failing to control the defense of vigorously prosecute or defend such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Partyclaim. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If any Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of any demand or claim by any Person who is neither a Party nor an Affiliate of a Party (a “Third Party Claim”) which has or could reasonably give rise to a right of indemnification hereunder, or for which the Indemnitee may claim a right to indemnification hereunder from the other Party (the “Indemnifying Party”), the Indemnitee will promptly give written notice (a “Third Party Claim Notice”) of such Third Party Claim to the Indemnifying Party. Any such Third Party Claim Notice shall (i) describe the nature, facts and circumstances of the Third Party Claim in reasonable detail, (ii) state the estimated amount of the indemnifiable Loss that has been or may be sustained by the Indemnitee, if practicable, (iii) state the method and computation thereof and (iv) contain specific reference to the provision or provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnitee shall provide the Indemnifying Party with such other information known to it or in its possession with respect to the Third Party Claim as the Indemnifying Party may reasonably request. The Indemnifying Party shall have the right to conductParty, at its sole cost and expense, will have the defense of a Third Party Claimright, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) Indemnitee within twenty (20) 30 days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if such earlier time as may be required by the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Claim) of receiving a Third Party Claim (such counsel Notice, to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct assume the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available through counsel reasonably satisfactory to the Indemnifying Party such assistance and materials as Indemnitee; provided, that the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party Indemnitee shall be entitled to retain its own counsel, at its expense, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) Indemnitee may assume control of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect defense of the Third Party Claim, if at the Indemnifying Party’s expense (i) upon the advice of Indemnitee’s counsel, a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the same counsel to represent both the Indemnifying Party and Indemnitee in connection with a Third Party Claim, (ii) the Indemnifying Party fails to diligently prosecute the defense of the Third Party Claim or (iii) such Third Party Claim (A) seeks non-monetary relief or (B) settle involves criminal or compromise any quasi criminal allegations, and, provided further, that if the aggregate dollar amount of the Third Party Claim, together with all other Third Party Claims of which the Indemnifying Party is aware or has received Third Party Claim if Notices, and all costs and expenses reasonably estimated to be incurred in connection with the settlement imposes equitable or other non-monetary remedies or other obligations on defense thereof, would exceed the Indemnified Party or (C) settle or compromise any Cap, the Indemnitee may, at its option, and to the extent in excess of the Cap at its sole cost and expense, assume the defense of the Third Party Claim if the result is to admit civil or criminal liability or culpability on the part with counsel of the Indemnified Party that gives rise to criminal liability with respect its choice upon written notice to the Indemnified Party. No Indemnifying Party within 15 days of receiving a Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Notice.

Third Party Claims. Promptly after receipt by a SELLER Indemnified Party or a PURCHASER Indemnified Party (ian “Indemnified Party”) The of notice of any matter or the commencement of any action or claim by a third party in respect of which the Indemnified Party intends to seek indemnification hereunder (a “Third-Party Claim”), the Indemnified Party shall notify the Party that may be obligated to provide such indemnification under this Section 14 (an “Indemnifying Party”) of such claim thereof in writing, provided that any failure to so notify the Indemnifying Party shall have not relieve it from any liability other than to the right to conductextent the Indemnifying Party is actually prejudiced by such failure. Within 15 days of receiving the above notice, at its sole cost and expense, the defense of a Third Party Claim, effective upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel , the Indemnifying Party will appoint to defend such Third Party Claim must (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed i) assume the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Third-Party Claim, (Aii) confirm in writing its responsibility for all defense costs and expenses, liabilities and obligations arising from such Third-Party Claim and (iii) demonstrate to the Indemnifying Party shall keep reasonable satisfaction of the Indemnified Party apprised of all material developments its financial capability to undertake the defense and provide indemnification with respect to such Third Third-Party Claim and (B) the its selection of counsel reasonably satisfactory to such Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably requestParty; provided, all at the sole expense of the Indemnifying Partyhowever, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing.that: (iii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain participate in the defense of such Third-Party Claim and to employ counsel of its own counsel, selection and at its own expense to assist in the handling of such matter or claim; (ii) the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of consult with the Indemnified Party prior to acting on major matters, and each Party shall provide the other Party with all cooperation, documents and information reasonably requested by the other Party.; and (iii) The Indemnifying no Party shall notshall, without the prior written consent of the Indemnified Partyother Party in its sole discretion, (A) settle or compromise a Third Party Claim or consent to the entry of any order which judgment or enter into any settlement that does not include as an unconditional written release term thereof the giving by the each claimant or plaintiff to each Party of the Indemnified Party a full and complete release from all liability in respect of the Third such Third-Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If any demand, claim, action or cause of action, suit, proceeding or investigation (icollectively, the “Claim”) is brought against an Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the "Indemnifying Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement which notice shall contain a reasonably thorough description of the nature and amount of the Claim (the "Claim Notice"). The Indemnifying Party shall have the right option to conductundertake, conduct and control the defense of such claim or demand. Such option to undertake, conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the Claim Notice pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement (such notice to control the defense is hereinafter referred to as the “Defense Notice”). The failure of the Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “10” of this Subdistribution Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim. All costs and expenses incurred by the Indemnified Party in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party desires to participate in any such defense or settlement, it may do so at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party expense (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided it being understood that the Defense Notice shall specify the counsel the Indemnifying Party will appoint shall be entitled to defend such Third Party Claim (such counsel to be reasonably satisfactory to control the Indemnified Partydefense). The Indemnified Party shall be entitled to be indemnified in accordance with not settle the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewithClaim. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall does not be entitled elect to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C) ” of Article “12” of this Subdistribution Agreement, then the Indemnified Party has been advised shall be entitled to undertake, conduct and control the defense of the Claim (a failure by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and to send the Defense Notice to the Indemnified Party with respect within the aforesaid ten (10) day period by proper notice pursuant to such Third Party Claim or (D) such Third Party Claim seeks Paragraph “C” of Article “12” of this Subdistribution Agreement shall be deemed to be an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted election by the Indemnifying Party not to control the defense of such Third Party the Claim); provided, and however, that the Indemnifying Party desires shall be entitled, if it so desires, to so control participate therein (it being understood that in such defensecircumstances, the Indemnified Party shall be entitled to retain its own counselcontrol the defense). Regardless of which party has undertaken to defend any claim, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall notmay, without the prior written consent of the Indemnified Party, (A) settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a Third Party Claim consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all shall be a condition to any such settlement. Notwithstanding the foregoing provisions of this Article “10” of this Subdistribution Agreement, as a condition to the Indemnifying Party either having the right to defend the Claim, or having control over settlement as indicated in this Article “10” of this Subdistribution Agreement, the Indemnifying Party shall execute an agreement, in the form annexed hereto and made a part hereof as Exhibit “C”, acknowledging its liability in respect for indemnification pursuant to this Article “10” of this Subdistribution Agreement. Whether the Indemnifying Party shall control and assume the defense of the Third Party Claim or only participate in the defense or settlement of the Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by shall give the Indemnifying Party in accordance and its counsel access, during normal business hours, to all relevant business records and other documents, and shall permit them to consult with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)its employees and counsel.

Third Party Claims. In the event of a Third Party Claim, the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim and to appoint counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (i) The in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding an Indemnifying Party's election to appoint separate counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to conductemploy one separate counsel (plus one local counsel, at its sole cost if necessary), and expensethe Indemnifying Party shall bear the reasonable fees, costs and expenses of such one separate counsel (plus one local counsel, if necessary) if (i) there exists a conflict of interest (including the defense availability of a Third Party Claim, upon delivery of written notice one or more legal defenses to the Indemnified Party (the “Defense Notice”) within twenty (20) days after which are not available to the Indemnifying Party’s receipt ) that would make it inappropriate in the reasonable judgment of the Claim Notice (or sooner if Indemnified Party for the nature of same counsel to represent both the Third Indemnified Party Claim so requires); and the Indemnifying Party, provided that the Defense Notice Indemnified Party and such counsel shall specify the counsel the Indemnifying Party will appoint to defend contest such Third Party Claim in good faith or (such counsel to be reasonably satisfactory to ii) if the Claim seeks injunctive relief which, if granted could materially and adversely affect the Indemnified Party)Party or its Affiliates. The Indemnified Party shall be entitled to be indemnified in accordance cooperate with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the and its counsel in such defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance all witnesses, records, materials, and materials information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as may be reasonably requested by the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party fails to control assume the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses Claim within thirty (30) days after receipt of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party notice thereof in accordance with the terms of this Agreement shall be settled or compromised by hereof, (i) the Indemnified Party without against which such Third Party Claim has been asserted shall have the prior written consent right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of, at the expense of and for the account and risk of the Indemnifying Party using one counsel, plus one local counsel, if necessary, and (ii) the Indemnifying Party agrees to cooperate with the Indemnified Party in such consent not defense and make available to the Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as may be unreasonably conditioned, withheld or delayed)reasonably requested by the Indemnified Party.

Third Party Claims. (ia) The With respect to any Third Party Claim, the Indemnifying Party shall have the right to conductright, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt participate in or assume control of the Claim Notice (negotiation, settlement or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense defence of the Third Party Claim, ; (Ab) If the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect elects to assume such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably requestcontrol, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel negotiation, settlement or defence of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect and to a criminal proceedingretain counsel to act on its behalf, action, indictment, allegation or investigation, (B) it fails to actively provided that the fees and diligently conduct its defense disbursements of such Third Party Claim, (C) counsel shall be paid by the Indemnified Party has been advised by (on a solicitor and his own client basis) unless the Indemnifying Party consents to the retention of such counsel that a reasonable likelihood exists of a material conflict of interest between or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses); (c) If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall be entitled to assume such control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim or Claim; (Dd) such If any Third Party Claim seeks an injunction is of a nature such that the Indemnified Party is required by applicable law to make a payment to any third Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or other equitable relief against related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party. In the event of any of the foregoing circumstances and , reimburse the Indemnified Party has nonetheless permitted for such payment; and (e) If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseIndemnified Party, the Indemnified Party shall be entitled shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (ia) If the Indemnified Party receives notice of the assertion by a Third Party Claim with respect to which the Indemnifying Party is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the "Claim Notice") of the Claim; provided that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any Damages directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) thirty days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the to undertake, conduct and control, through counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The , and at the Indemnifying Party's expense, the settlement or defense thereof, and the Indemnified Party shall be entitled to be indemnified in accordance cooperate with the terms of this Agreement for Indemnifying Party in connection therewith; provided, that (i) the reasonable Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel for any period during which shall not be borne by the Indemnifying Party has and shall not assumed be included in any Damages claimed hereunder and (ii) the defense of Indemnifying Party shall not settle any Third Party Claim, except a Claim solely for monetary Damages, without the Indemnified Party's consent. So long as the Indemnifying Party is vigorously contesting any such Third Party Claim in accordance herewith. good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party timely delivers a Defense does not notify the Indemnified Party within thirty days after receipt of the Claim Notice and thereby that it elects to conduct undertake the defense of the Third Party ClaimClaim described therein, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate contest, settle or compromise the Third Party Claim in the defense assisted by counsel exercise of its own choosingreasonable discretion, on behalf of and for the account and risk of the Indemnified Party; provided that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Third Party Claim. (iid) The Indemnifying Party shall not be entitled to control assume the defense of for any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) shall be liable for the reasonable fees and expenses incurred by the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between in defending such claim) if the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. In the event of any of the foregoing circumstances and Party which the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claimdetermines, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain after conferring with its own counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the Indemnifying Party shall pay Assets or the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) business, properties or prospects of the Indemnified PartyBusiness. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (ia) The In the event an Indemnified Party becomes aware of a third party claim (a “Third Party Claim”) which such Indemnified Party reasonably believes would result in a claim for indemnification pursuant to this Article VII, such Indemnified Party shall promptly notify the Responsible Party of such Third Party Claim (it being understood that no delay in providing such notice shall prejudice such Indemnified Party’s rights under this Article VII except to the extent that the applicable Indemnifying Party is materially prejudiced by reason of such failure). Parent shall have the right in its sole discretion to conductconduct the defense of, and to settle, any such Third Party Claim; provided, however, that (a) the Stockholder Representative shall be entitled on behalf of the Equityholders, at its sole cost expense and expenseonly to the extent it does not affect any privilege relating to any Equityholder Indemnified Party, to consult with Parent with respect to, but not to determine or conduct, the defense of, such Third Party Claim and (b) if the Indemnifying Party is an Equityholder Indemnifying Party, except with the consent of the Stockholder Representative, no settlement or resolution of any such Third Party Claim shall be determinative of the existence or the amount of Losses resulting from, arising out of or relating to such Third Party Claim. The Indemnified Parties’ reasonable attorneys’ and consultants’ fees and expenses incurred in connection with investigating, defending against or settling such Third Party Claims shall be included in the Losses for which the Indemnified Parties may seek indemnification hereunder and such costs and expenses shall constitute Losses subject to indemnification under Section 7.2(a) (but subject to the other limitations under this Article VII) whether or not it is ultimately determined that the Third Party Claim itself is indemnifiable under Section 7.2(a). (b) In the event that the Indemnifying Party is an Equityholder Indemnifying Party and the Stockholder Representative has consented to any settlement or resolution of a Third Party Claim, upon delivery the Equityholder Indemnifying Parties and the Equityholders shall have no power or authority to object under any provision of written notice this Article VII to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt amount of the Claim Notice (Losses resulting from, arising out of or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint relating to defend such Third Party Claim (such counsel to be reasonably satisfactory to Claim, and the Equityholder Indemnified Party). The Indemnified Party Parties shall be entitled to be indemnified indemnification for the entire amount of such Losses, subject to the applicable limitations contained in Section 7.3. In the event that the Indemnifying Party is an Equityholder Indemnifying Party and the Stockholder Representative does not, in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of Section 7.5(b), consent to any such Third Party Claim settlement or resolution, then the Parent Indemnified Parties and the Stockholder Representative shall attempt in accordance herewith. If good faith to agree upon the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense rights of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments respective parties with respect to such Third Party Claim and settlement or resolution, subject to the limitations set forth in Section 7.3 and, if not resolved through negotiations, such dispute shall be resolved by litigation in the appropriate court of competent jurisdiction or mediation (B) at the mutual agreement of the Parent Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosingStockholder Representative). (iic) The Indemnifying For the avoidance of doubt and subject to the other terms of this Agreement, the Responsible Party shall not be entitled to control the defense of keep any information obtained in connection with any Third Party Claim if confidential, and in no event shall the Responsible Party disclose such information to any third party (Aexcluding any Equityholder that executed a Joinder Agreement) unless and until such Third Party Claim is with respect to party has executed a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party confidentiality agreement with respect to such Third Party Claim information, or (D) such Third Party Claim seeks an injunction or other equitable relief against is otherwise subject to applicable confidentiality obligations, containing confidentiality terms no less favorable to the Indemnified Party. In the event of any Company than those contained in Section 3 of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified PartyJoinder Agreement. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. In the event any claim, demand, complaint or Action is instituted by a third party against an Indemnified Party which involves or appears reasonably likely to involve an Indemnification Claim hereunder (i) The a “Third Party Claim”), the Indemnified Party shall, promptly after receipt of notice of any such Third Party Claim, notify the Indemnifying Party of the commencement thereof; provided, however, that the failure to so notify the Indemnifying Party of the commencement of any such Third Party Claim shall not affect the rights of the Indemnified Party except to the extent that such failure actually prejudices the Indemnifying Party. Upon receipt of such notice, the Indemnifying Party shall have the right to conductright, at in its sole cost and expensediscretion, to control the defense or settlement of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such and may elect to retain counsel to be of its choice, reasonably satisfactory acceptable to the relevant Indemnified Party)Parties, to represent such Indemnified Parties in connection with such Third Party Claim and shall pay the fees, charges and disbursements of such counsel. The Notwithstanding the foregoing provisions of this Section 12.5: (a) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be indemnified in accordance with borne by the terms Indemnified Party (other than any reasonable fees and expenses of this Agreement for such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party, and except that the Indemnifying Party shall pay all of the reasonable fees and expenses of such separate counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a an actual and material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) Claim), and the Indemnified Parties and their counsel shall cooperate with the Indemnifying Party’s counsel in connection with such Third Party Claim; (b) the Indemnifying Party shall not be entitled to assume control of the defense of any Third Party Claim (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if: (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or other equitable relief against the Indemnified Party. In ; or (iii) the event amount of Losses reasonably estimated to be incurred pursuant to such Third Party Claim (when combined with all other outstanding claims for indemnification and any of the foregoing circumstances and the Indemnified Party has nonetheless permitted amount previously paid by the Indemnifying Party that applies toward the applicable cap under Section 12.3 (if any) would exceed the applicable cap contemplated by Section 12.3 (if any)); provided that the Indemnifying Party shall be entitled to control participate in (but not control) the defense of such Third Party Claim (and any and all settlement discussions related to such Third Party Claim) and to employ, and at its sole expense, separate counsel of its choice to advise the Indemnifying Party desires to so control for such defense, the Indemnified Party shall be entitled to retain its own counsel, and purpose; (c) if the Indemnifying Party shall pay control the reasonable and documented fees and expenses defense of one counsel (in addition to any required local counsel) of Third Party Claim, the Indemnified Party. (iii) The Indemnifying Party shall not, may not settle or otherwise resolve such claim or cease to defend such claim without the prior written consent of the Indemnified PartyParty (which consent shall not be unreasonably withheld, conditioned or delayed) unless (Ai) settle or compromise a Third Party Claim or consent prior to the entry of any order which does not include an unconditional written release by Indemnifying Party entering into such settlement or ceasing to defend such claim, the claimant or plaintiff of Indemnifying Party first verifies to the Indemnified Party from in writing that the Indemnifying Party shall be responsible for all liability in respect of the Liabilities and obligations relating to such Third Party Claim, (Bii) settle such settlement or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability cessation involves, with respect to the Indemnified Party. No Third Party Claim which is being defended by , only the payment of a lump sum amount of money and the Indemnifying Party in accordance with the terms pays such lump sum amount of this Agreement shall be settled or compromised by money when due, and (iii) such settlement expressly and unconditionally releases the Indemnified Party without from all Liabilities with respect to such claim; (d) in the event the Indemnified Party controls the defense of any Third Party Claim, it shall request the prior written consent of the Indemnifying Party before entering into any settlement of such claim or ceasing to defend such claim. Under no circumstances will the Indemnifying Party have any liability in connection with any settlement of any Third Party Claim that is entered into by the Indemnified Party without its prior written consent (such consent which shall not to be unreasonably conditionedwithheld, withheld conditioned or delayed); (e) from and after the delivery of a notice of a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its employees, counsel, experts and representatives reasonable access, during normal business hours, to the books, records, personnel and properties of the Indemnified Party to the extent reasonably related to the Third Party Claim at no cost to the Indemnifying Party (other than for reasonable out-of-pocket expenses of the Indemnified Parties); provided that the Indemnifying Party shall take reasonable precautions so as not to jeopardize any privilege reasonably available to an Indemnified Party in respect of any of its records; and (f) procedures relating to Tax Proceedings shall be governed solely by Section X and not by this section.

Third Party Claims. (i) The Promptly after receipt by any Indemnified Party of notice of the commencement of any action by a third party in respect of which the Indemnified Party would be entitled to indemnification under ARTICLE IX (a "Third Party Claim"), the Indemnified Party shall notify the Representative in writing (an "Indemnification Notice"), who shall in turn notify each person that is obligated to provide such indemnification (an "Indemnifying Party") thereof in writing, but any failure to so notify the Representative or the Indemnifying Party, as the case may be, shall not relieve the Indemnifying Party from any liability that it may have to the Indemnified Party other than, in the case of a failure to notify the Representative, to the extent the Indemnifying Party is materially prejudiced thereby or such Indemnification Notice is not delivered by the Indemnified Party to the Representative within twelve (12) months following the Closing Date as required by Section 9.2(i). Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Third Party Claim and the amount of the Damages claimed. (ii) The Representative shall, for and on behalf of the Indemnifying Party, have the right to conduct, at its sole cost and expense, assume control of the defense of a the Indemnified Party against the Third Party Claim with counsel reasonably satisfactory to such Indemnified Party or, if the Representative does not assume such defense, to participate in the defense of such Third Party Claim, upon delivery of written notice to . (iii) So long as the Indemnified Party (Representative is conducting the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature defense of the Third Party Claim so requires); provided that (A) the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified participate in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim and to employ counsel at its own cost and expense (which cost and expense shall not constitute Damages) to assist in accordance herewith. If the handling of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party timely delivers if (x) so requested by the Representative on behalf of the Indemnifying Party, to participate or (y) in the reasonable opinion of counsel to the Indemnified Party, a Defense Notice conflict or potential conflict exists between the Indemnified Party and thereby elects the Indemnifying Party that would make such separate representation advisable and (B) the Representative shall not consent to the entry of any Judgment or enter into any settlement that subjects the Indemnified Party to any injunctive relief or other equitable remedy or does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such Third Party Claim, unless with the consent of each Indemnified Party. (iv) Notwithstanding the foregoing, if with respect to a Third Party Claim, (A) such Third Party Claim seeks equitable relief that would materially adversely affect the ongoing business of any of the Indemnified Parties (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) if such Third Party Claim is decided against any of the Indemnified Parties, (B) the Representative, on behalf of the Indemnifying Party, does not provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Representative, on behalf of the Indemnifying Party, will have adequate financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) such Third Party Claim relates to or otherwise arises in connection with Intellectual Property or any criminal or regulatory enforcement Action, (D) the Representative, on behalf of the Indemnifying Party, does not actively and diligently conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (CE) the Indemnified Party has been advised by counsel that (x) there are one or more legal or equitable defenses available to it with a reasonable prospect of success which are not available to the Representative or the Indemnifying Party or (y) there exists a reasonable likelihood exists of a material conflict of interest between the Indemnifying Indemnified Party and the Indemnified Party with respect to such Representative or the Indemnifying Party; (F) the Third Party Claim could reasonably be expected to give rise to Damages which are more than two times (2x) the aggregate amount remaining to be indemnified under the Escrow Amount after giving effect to all other claims paid or pending claims pursuant to Section 9.1, (DG) such the Third Party Claim seeks an injunction relates to or other equitable relief against arises in connection with any criminal proceeding, indictment, allegation or investigation of the Indemnified Party. In the event of , then, in any of the foregoing circumstances and such case, the Indemnified Party has nonetheless permitted the Indemnifying Party Parties shall be entitled to assume control of the defense of such Third Party Claim, including the right to contest and defend such Third Party Claim in the first instance and to settle such Third Party Claim with the consent of the Representative, on behalf of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Parties do not contest and defend such Third Party desires to so control such defenseClaim, the Indemnified Party shall be entitled to retain its own counselRepresentative, and on behalf of the Indemnifying Party, shall have the right to contest and defend such Third Party shall pay Claim and to settle such Third Party Claim with the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) which consent shall not be unreasonably withheld, conditioned or delayed, subject to Section 9.5(a)(ii). If the Indemnified Parties shall have exercised the right to contest, defend and settle or compromise a any such Third Party Claim or consent instead of the Representative, by reason of the foregoing provisions of this Section 9.5(a)(iv), the Representative, on behalf of the Indemnifying Party, shall be entitled, at the cost and expense of the Indemnifying Party, to participate in the entry defense of such Third Party Claim and to employ counsel. (v) If for any order which reason the Representative does not include an unconditional written release by assume and conduct the claimant or plaintiff of the Indemnified Party from all liability in respect defense of the Third Party ClaimClaim on behalf of the Indemnifying Party, (B) settle or compromise any the Indemnified Party shall have the right to defend such Third Party Claim if at the settlement imposes equitable or other non-monetary remedies or other obligations on cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party therefor in accordance with this Section 9.5(a), subject to the terms limitations set forth herein. (vi) The reimbursement of this Agreement shall be settled or compromised fees, costs and expenses incurred by the Indemnified Party without as required by this Section 9.5(a) shall be made from the prior written consent Escrow Fund by periodic payments during the course of the Indemnifying investigations or defense, as and when bills are received or expenses incurred. (vii) The party controlling the defense of the Third Party (Claim shall keep the other party advised of the status of such consent not to be unreasonably conditioned, withheld or delayed)Third Party Claim and the defense thereof and shall consider recommendations made by the other party with respect thereto.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the claim asserted. The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assume the defense of any Third Party Claim if (A) at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.3(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim is in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with respect counsel selected by it subject to a criminal proceeding, action, indictment, allegation the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or investigation, (B) it defend such Third Party Claim or fails to actively promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.3(b), pay, compromise, defend such Third Party Claim and diligently conduct its defense of seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party . The Sellers and the Indemnified Purchaser shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party with respect Claim, including making available records relating to such Third Party Claim or and furnishing, without expense (D) such Third Party Claim seeks an injunction or other equitable relief against than reimbursement of actual out-of-pocket expenses of the Indemnified Party. In ) to the event of any defending Party, management employees of the foregoing circumstances and non-defending Party as may be reasonably necessary for the Indemnified Party has nonetheless permitted the Indemnifying Party to control preparation of the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 9.10. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article IX, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 9.13, the Indemnifying Party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interests between it and the Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided nothing contained herein shall permit the Class A Member to control or participate in any Tax contest or dispute involving a Class A Member or any Affiliate of a Class A Member, or permit a Class B Member to control or participate in any Tax contest or dispute involving any Affiliate of the Class B Member; and; provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7. In the event that (i) The the Indemnifying Party shall have advises an Indemnified Party that the right Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to conductnotify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend any such Third Party Claim (or discontinues its defense at any time after it commences such counsel to be reasonably satisfactory to defense) or (iii) in the reasonable judgment of the Indemnified Party), a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall be entitled cooperate to be indemnified in accordance the extent commercially reasonable with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the in connection with any negotiation or defense of any such Third Party Claim in accordance herewith. If action or claim by the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of all material developments the defense or any settlement negotiations with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to thereto. If the Indemnifying Party elects to defend any such assistance and materials as the Indemnifying Party may reasonably requestaction or claim, all at the sole expense of the Indemnifying Party, and then the Indemnified Party shall have the right at its expense be entitled to participate in the such defense assisted by with counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a reasonable likelihood exists of a material conflict of interest between Third Party Penalty Claim. If the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be entitled to retain liable for any settlement of any action, claim or proceeding effected without its own counselwritten consent; provided, and however, that the Indemnifying Party shall pay not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 9.13 to the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of contrary, the Indemnified Party. (iii) The Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, (Aii) settle or compromise a Third Party Claim any claim or consent to the entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such claim or judgment, or (iii) settle or compromise any order which claim or consent to entry of judgment in respect thereof that does not include include, as an unconditional written release term thereof, the giving by the claimant or the plaintiff of to the Indemnified Party Party, a full and complete release from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)claim.

Third Party Claims. If any Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of any demand or claim by any Person who is neither a Party nor an Affiliate of a Party (a “Third Party Claim”) which has or could reasonably give rise to a right of indemnification hereunder, or for which the Indemnitee may claim a right to indemnification hereunder from the other Party (the “Indemnifying Party”), the Indemnitee will promptly give written notice (a “Third Party Claim Notice”) of such Third Party Claim to the Indemnifying Party. Any such Third Party Claim Notice shall (i) describe the nature, facts and circumstances of the Third Party Claim in reasonable detail, (ii) state the estimated amount of the indemnifiable Loss that has been or may be sustained by the Indemnitee, if practicable, (iii) state the method and computation thereof and (iv) contain specific reference to the provision or provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnitee shall provide the Indemnifying Party with such other information known to it or in its possession with respect to the Third Party Claim as the Indemnifying Party may reasonably request. The Indemnifying Party shall have the right to conductParty, at its sole cost and expense, will have the defense of a Third Party Claimright, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) Indemnitee within twenty (20) 30 days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if such earlier time as may be required by the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Claim) of receiving a Third Party Claim (such counsel Notice, to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct assume the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available through counsel reasonably satisfactory to the Indemnifying Party such assistance and materials as Indemnitee; provided, that the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party Indemnitee shall be entitled to retain its own counsel, at its expense, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) Indemnitee may assume control of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect defense of the Third Party Claim, if at the Indemnifying Party’s expense (i) upon the advice of Indemnitee’s counsel, a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the same counsel to represent both the Indemnifying Party and Indemnitee in connection with a Third Party Claim, (ii) the Indemnifying Party fails to diligently prosecute the defense of the Third Party Claim or (iii) such Third Party Claim (A) seeks non-monetary relief or (B) settle involves criminal or compromise any quasi criminal allegations, and, provided further, that if the aggregate dollar amount of the Third Party Claim, together with all other Third Party Claims of which the Indemnifying - 77 - Party is aware or has received Third Party Claim if Notices, and all costs and expenses reasonably estimated to be incurred in connection with the settlement imposes equitable or other non-monetary remedies or other obligations on defense thereof, would exceed the Indemnified Party or (C) settle or compromise any Cap, the Indemnitee may, at its option, and to the extent in excess of the Cap at its sole cost and expense, assume the defense of the Third Party Claim if the result is to admit civil or criminal liability or culpability on the part with counsel of the Indemnified Party that gives rise to criminal liability with respect its choice upon written notice to the Indemnified Party. No Indemnifying Party within 15 days of receiving a Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Notice.

Third Party Claims. In the event a Claim Notice is delivered with respect to a Third Party Claim, the provisions in the following paragraphs of this Section 5.11 apply. (ia) The With respect to any Third Party Claim, the Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense any time within 60 days of a receipt of such Third Party Claim, upon delivery at its own expense, to participate in or assume control of written notice the negotiation, settlement or defense of such Third Party Claim; provided, that the Indemnifying Party shall not have the right to assume the negotiation, settlement or defense of any Third Party Claim seeking equitable relief. If the Indemnifying Party elects to assume such control, the Indemnified Party (the “Defense Notice”) within twenty (20) days after shall reasonably cooperate with the Indemnifying Party’s receipt , shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim at its own expense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case, counsel satisfactory to the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. (b) Any Indemnified Party will have the right to employ separate counsel in any Third Party Claim and/or participate in the defense thereof, but the fees and expenses of such counsel will not be included as part of any Losses incurred by 26249768.3 the Indemnified Party unless: (i) such Indemnified Party has received written advice of outside counsel, reasonably acceptable to the Indemnifying Party, to the effect that the interests of the Claim Notice (or sooner if Indemnified Party and the nature of Indemnifying Party with respect to the Third Party Claim are sufficiently adverse so requires)as to constitute an actual conflict of interest; provided that or (ii) the Defense Notice shall specify employment of such counsel at the counsel expense of the Indemnifying Party will appoint has been specifically authorized by the Indemnifying Party. (c) If the Indemnifying Party: (i) having elected to assume control thereafter fails to defend any such Third Party Claim within a reasonable time; or (ii) has not elected to assume control within 60 days of receipt of notice of such counsel to be reasonably satisfactory to Third Party Claim, the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees assume such control and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep be bound by the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted results obtained by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified PartyClaim. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claimaddition, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay reimburse the Indemnified Party’s reasonable and documented fees and out-of-pocket expenses, including reasonable expenses of one counsel (in addition to any required local counsel) , as a result of the Indemnified Partysuch assumption. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. Promptly after receipt by any Indemnitee or Company Indemnitee (iin either case, an “Indemnified Party”) The of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any action in respect of which indemnity may be sought pursuant to Section 9(k)(i) (a “Third Party Claim”), such Indemnified Party shall promptly notify the Buyer or the Company (as applicable, the “Indemnifying Party”) in writing describing such Indemnified Liabilities or Company Indemnified Liabilities, as applicable (the “Indemnified Loss”), including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have thirty (30) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the right to conductundertake, at its sole cost conduct and expensecontrol, the defense defense, conduct and settlement of a Third Party Claim, upon delivery of written notice to such third party claim and the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel provide its reasonable cooperation, including providing reasonable access to records and personnel during business hours to the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to in connection therewith; provided, that the Indemnified Party). The Indemnified Party requesting party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) use commercially reasonable efforts to prevent the Indemnifying Party shall keep disruption of the Indemnified Party apprised business of all material developments with respect to such Third Party Claim the other party and its affiliates, and (B) the Indemnified Party will cooperate not request disclosure of any confidential or legally privileged information, or any personal information, other than in compliance with and make available to the Indemnifying Party applicable law. In any such assistance and materials as the Indemnifying Party may reasonably requestaction, all at the sole expense of the Indemnifying Party, and the any Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of retain its own choosing. (ii) The Indemnifying Party shall not be entitled to control counsel, but the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively fees and diligently conduct its defense expenses of such Third Party Claim, (C) counsel shall be at the expense of such Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between unless (i) the Indemnifying Party and the Indemnified Party with respect shall have mutually agreed to the retention of such Third Party Claim or counsel, (Dii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party shall have failed to control assume the defense of such Third Party Claimaction within such thirty (30) calendar day period, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall notnot be liable for any settlement of any action effected without its written consent, without which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Party, (A) settle or compromise a Third the Indemnifying Party Claim or consent to the entry shall not affect any settlement of any order which does not include an unconditional written release by the claimant pending or plaintiff of the Indemnified Party from all liability threatened action in respect of the Third Party Claim, (B) settle or compromise which any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party is or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the could have been a party and indemnity could have been sought hereunder by such Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).unless such

Third Party Claims. (i) If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a Party or an Affiliate of a Party or a Representative of the foregoing (a "Third-Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Each such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the good faith estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (ii) The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint , to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed assume the defense of any such Third Third-Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall have reasonably cooperate in good faith in such defense. If the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assumes the defense of any Third such claim or legal proceeding as contemplated in this Section 9.06(a), the Indemnifying Party Claim if (A) such Third Party Claim is with respect shall select counsel reasonably acceptable to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect (such consent not to such Third Party Claim be unreasonably withheld, delayed or (Dconditioned) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control conduct the defense of such Third Party Claimclaim or legal proceeding and shall have the right to take any action it deems necessary to avoid, and the Indemnifying Party desires to so control such defensedispute, the Indemnified Party shall be entitled to retain its own counseldefend, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition appeal or make counterclaims with respect to any required local counsel) Third-Party Claim in the name and on behalf of the Indemnified Party. (iii) The If the Indemnifying Party shall notassumes the defense of any Third-Party Claim, without the prior written consent of the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it, subject to the Indemnifying Party, 's right to control the defense thereof. (Aiv) settle If the Indemnifying Party elects not to compromise or compromise a Third defend such Third-Party Claim or consent fails to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 9.06(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. (v) Sellers and Buyer shall cooperate with each other in all liability reasonable respects in respect connection with the defense of the Third any Third-Party Claim, including making available (Bsubject to Section 6.12) settle or compromise any Third records relating to such Third-Party Claim if and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the settlement imposes equitable or other defending Party, management employees of the non-monetary remedies or other obligations on defending Party as may be reasonably necessary for the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part preparation of the Indemnified defense of such Third-Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Claim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person that is not a Party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party will give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice will not relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially adversely affected by reason of such failure. Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of all material written evidence thereof, and will indicate the estimated amount, if reasonably practical, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall will have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assume the defense of any Third Party Claim if (A) at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party will cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it will have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim is in the name and on behalf of the Indemnified Party. The Indemnified Party will have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with respect counsel selected by it subject to a criminal proceeding, action, indictment, allegation the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or investigation, (B) it defend such Third Party Claim or fails to actively promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and diligently conduct its defense of seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Xxxxx will cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect including making available any records relating to such Third Party Claim or and furnishing, without expense (Dother than reimbursement of actual out-of-pocket expenses) such Third Party Claim seeks an injunction or other equitable relief against to the Indemnified Party. In the event of any defending party, management employees of the foregoing circumstances and non- defending party as may be reasonably necessary for the Indemnified Party has nonetheless permitted the Indemnifying Party to control preparation of the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (ia) If a Proceeding by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”) is made, commenced or threatened in writing against any Person entitled to indemnification pursuant to Section 8.2 (an “Indemnified Party”), and if such Person intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly give a Notice of Claim to the party obligated to indemnify such Indemnified Party (such notified party, the “Responsible Party”); provided that the failure to give such Notice of Claim shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. The Indemnifying Responsible Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party and at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall cooperate with the Responsible Party in connection therewith (it being acknowledged and agreed that upon such assumption of conduct and control, the Responsible Party, and not the Indemnified Party, shall have the exclusive right to conduct, at its sole cost settle and expensedefend such Proceeding); provided that the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Responsible Party elects to conduct the defense and settlement of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and then the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation pay or investigation, (B) it fails to actively and diligently conduct its defense of settle such Third Party Claim, (C) ; provided that in such event it shall waive any right to indemnity by the Responsible Party for all Losses related to such claim unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party has been advised by counsel that a reasonable likelihood exists within thirty (30) days after the receipt of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event ’s Notice of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party Claim hereunder that it elects to control undertake the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defensethereof, the Indemnified Party shall be entitled have the right to retain its own counselcontest, and settle or compromise the Indemnifying Party claim but shall pay the reasonable and documented fees and expenses of one counsel (in addition not thereby waive any right to any required local counsel) of the Indemnified Party. (iii) indemnity therefor pursuant to this Agreement. The Indemnifying Responsible Party shall not, except with the consent of the Indemnified Party (which shall not be unreasonably withheld or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any judgment. The Indemnified Party shall in no event settle (or consent to the settlement of) any Third Party Claim without the prior written consent of the Indemnified Responsible Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release . Any non-compliance by the claimant or plaintiff of the Indemnified Party from all liability with the terms and conditions of this Section 8.3 shall be deemed a waiver of such Indemnified Party’s right to indemnification hereunder and shall unconditionally absolve the Responsible Party of any obligation to provide any indemnification hereunder in respect of the any Losses related to or arising out of or in connection with such Third Party Claim, . (Bb) settle All of the parties hereto shall cooperate in the defense or compromise prosecution of any Third Party Claim if in respect of which indemnity may be sought hereunder and each of Parent and the settlement imposes equitable Surviving Corporation (or other non-monetary remedies or other obligations on a duly authorized representative of such party) shall (and shall cause the Indemnified Party or (CCompany to) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)connection therewith.

Third Party Claims. The obligations and liabilities of the Company Stockholders with respect to their respective indemnities pursuant to this Article IX, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) The party seeking indemnification (the "Indemnified Party") must give the party obligated to indemnify (the "Indemnifying Party"), notice of any Third Party Claim which is asserted against, resulting to, imposed upon or incurred by the Indemnified Party and which may give rise to liability of the Indemnifying Party pursuant to this Article IX, stating (to the extent known or reasonably anticipated) the nature and basis of such Third Party Claim and the amount thereof; provided that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent (i) The that the Indemnifying Party shall have suffered actual damage by reason of such failure, or (ii) such failure or delay materially adversely affects the ability of the Indemnifying Party to defend, settle or compromise such Third Party Claim. (b) Subject to Section 9.03(c) below, if the Indemnifying Party assumes responsibility for Losses arising out of such Third Party Claim, then the Indemnifying Party shall have the right to conductundertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim at its sole cost the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party ClaimClaim under this Section 9.03, upon delivery the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 9.03 to the contrary notwithstanding, (i) neither the Indemnified Party nor the Indemnifying Party shall, without the other party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise such Third Party Claim or consent to entry of written notice any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature a release from all liability in respect of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably in form and substance satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified ; (ii) in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the event that a party hereto undertakes defense of any such Third Party Claim in accordance herewith. If with this Section 9.03, the Indemnifying Party timely delivers a Defense Notice other parties, by counsel or other representative of their own choosing and thereby elects to conduct the defense of the Third Party Claimat their sole cost and expense, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by defense, compromise or settlement thereof and each party and its counsel of and other representatives shall cooperate with the other party and its own choosing. counsel and representatives in connection therewith; and (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Ciii) the Indemnified Party has been advised by counsel party that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control undertakes the defense of such Third Party Claim, and Claim in accordance with this Section 9.03 shall have an obligation to keep the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) other parties informed of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent status of the Indemnified Party, (A) settle or compromise a defense of such Third Party Claim or consent to and furnish the entry of any order which does not include an unconditional written release by other parties with all documents, instruments and information that the claimant or plaintiff of the Indemnified Party from all liability other parties shall reasonably request in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)connection therewith.

Third Party Claims. Promptly following the receipt of notice of a Third Party Claim, the party receiving the notice of the Third Party Claim shall (ia) notify the other party in writing at the address set forth in Section 13.6 hereof of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice and (b) if the party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party's claim for indemnification is asserted. No failure to give notice of a claim shall affect the indemnification obligations of the Indemnifying Party hereunder, except to the extent that the Indemnifying Party can demonstrate that such failure materially prejudiced such Indemnifying Party's ability to successfully defend the matter giving rise to the claim. The Indemnified Party shall tender the defense of a Third Party Claim to the Indemnifying Party. The Indemnified Party shall not have the right to defend or settle such Third Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party. The Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest the Third Party Claim. So long as the Indemnifying Party has not lost its right and/or obligation to defend and settle as herein provided, the Indemnifying Party shall have the right to conductcontest, at its sole cost defend and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of litigate the Third Party Claim so requires)and shall have the right, in its discretion exercised in good faith, and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable; provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) event the Indemnifying Party shall keep consult with the Indemnified Party apprised of all material developments with respect to settling such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense matter which decision shall be made by mutual agreement of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).by either. All expenses (including without limitation attorneys'

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a Party or a Representative of the foregoing (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assume the defense of any Third Party Claim if (A) at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim is in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third Party Claim with respect counsel selected by it subject to a criminal proceeding, action, indictment, allegation the Indemnifying Party’s right to control the defense thereof. If the Indemnifying Party elects not to compromise or investigation, (B) it defend such Third Party Claim or fails to actively promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and diligently conduct its defense of seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (Csubject to the provisions of Section 6.06) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect records relating to such Third Party Claim or and furnishing, without expense (Dother than reimbursement of actual out-of-pocket expenses) such Third Party Claim seeks an injunction or other equitable relief against to the Indemnified Party. In the event of any defending party, management employees of the foregoing circumstances and non-defending party as may be reasonably necessary for the Indemnified Party has nonetheless permitted the Indemnifying Party to control preparation of the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (i) The Indemnifying Party shall have In the right event that any of the Indemnified Parties is made a defendant in or party to conductany action or proceeding, at its sole cost and expensejudicial or administrative, instituted by any third party for the defense liability or the costs or expenses of which are Shareholder Losses or Purchaser Losses, as the case may be (any such third party action or proceeding being referred to as a “Third Party Claim”), upon delivery of written notice to the Indemnified Party (shall give the “Defense Notice”) within twenty (20) days after Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect the Indemnified Party’s ability to seek reimbursement except to the extent such failure has materially and adversely affected the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint ability to defend successfully such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party)Claim. The Indemnified Indemnifying Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees contest and expenses of counsel for any period during which defend such Third Party Claim; provided, however, that the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to has a reasonable basis for concluding that such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party defense may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigationsuccessful, (B) it fails consults with the Indemnified Party with respect to actively and diligently conduct its defense the handling of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party diligently contests and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of defends such Third Party Claim, and (D) unconditionally acknowledge that such Third Party Claim constitutes a Loss of the Indemnified Party for which such Indemnified Party is entitled to indemnification under this Article XI. Notice of the intention to contest and defend the Third Party Claim shall be given by the Indemnifying Party desires to so control the Indemnified Party on or before the 20th Business Day after the Indemnified Party gives notice to the Indemnifying Party of such Third Party Claim (but, in all events, at least five Business Days prior to the date that an answer to such Third Party Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnifying Party that are reasonably acceptable to the Indemnified Party. The Indemnified Party shall be entitled at any time, at its own cost and expense (which cost and expense shall not constitute a Loss unless such expense is incurred at the request of the Indemnifying Party, the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Party), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party shall cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third Party Claim without the consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is not entitled to contest and defend a Third Party Claim, the Indemnified Party shall be entitled to retain its own counselcontest, defend and settle such Third Party Claim, and pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article XI at the cost and expense of the Indemnifying Party. (ii) If (A) a Third Party Claim relates primarily to a criminal proceeding, action or indictment, (B) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim or other claim giving rise to such Third Party Claim is likely and such adverse determination would materially adversely affect the Indemnified Party’s reputation or future business prospects, (C) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (D) the Indemnified Party reasonably determines that the Indemnifying Party shall pay cannot adequately represent the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) interests of the Indemnified Party because of a conflict of interest, then in any such case the Indemnified Party shall have the sole right to defend such Third Party Claim, and to pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article XI, at the cost and expense of the Indemnifying Party. The Indemnified Party may not concede, settle or compromise any such Third Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnified Party elects to assume and control the defense of such a Third Party Claim, it will provide notice thereof to the Indemnifying Party on or before the 30th day after the Indemnified Party has obtained notice of such Third Party Claim. (iii) The If there shall be a settlement to which the Indemnifying Party shall not, without consents or a final judgment for the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of plaintiff in any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third the defense of which the Indemnifying Party Claim if has elected to assume, the settlement imposes equitable or other non-monetary remedies or other obligations on Indemnifying Party shall indemnify the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled such settlement or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)judgment.

Third Party Claims. (i) In the event that subsequent to the Closing, any Person that is or may be entitled to indemnification under this Agreement (an “Indemnified Party”) receives written notice of the assertion of any claim, issuance of any order or the commencement of any action or proceeding by any Person who is not a Party or an Affiliate of a Party, including any domestic or foreign court or Governmental Authority (a “Third Party Claim”), against such Indemnified Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), then such Indemnified Party shall give written notice thereof, together with a statement of any available information regarding such Third Party Claim to such Indemnifying Party promptly after learning of such Third Party Claim; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification unless, and only to the extent that, the failure to give such notification on a timely basis adversely affected in any material respect the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claimright, upon delivery of written notice to the Indemnified Party within thirty (the “Defense Notice”) within twenty (2030) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed expense, the defense of any against such Third Party Claim in accordance herewiththe Indemnifying Party’s own name, or if necessary in the name of the Indemnified Party with counsel of the Indemnifying Party’s own choice and reasonably acceptable to the Indemnified Party. If the Indemnifying Party timely delivers a Defense Notice does not elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party may conduct the defense of the subject Third Party Claim and thereby the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as may be reasonably requested by the Indemnified Party. If the Indemnifying Party elects to conduct the defense of the subject Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may be reasonably request, all at the sole expense of the Indemnifying Partyrequested by it, and the Indemnified Party shall have the right right, at its expense the Indemnified Party’s expense, to participate in the defense assisted by counsel of its the Indemnified Party’s own choosing. (ii) The Indemnifying Party shall ; provided, that if any of the Litigation Conditions cases are not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceedingsatisfied, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claimmay assume its own defense, and the Indemnifying Party desires will be liable for all reasonable costs or expenses paid or incurred in connection with such defense so long as it is determined that the Indemnifying Party is responsible for Losses incurred in connection with the Third Party Claim pursuant to so control such defensethe provisions of this Article IX, the which may be determined in separate negotiations or proceedings. The Indemnified Party shall be entitled have the right to retain its own counselcompromise and settle a Third Party Claim, and where such settlement or compromise may result in Losses which are indemnifiable by the Indemnifying Party, without the consent of the Indemnifying Party, recognizing that the determination of whether such Losses are indemnifiable by the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (be determined in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without separate negotiations or proceedings. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim that (A) settle grants any injunctive or compromise a other equitable relief against any Indemnified Party, (B) does not include as an unconditional term thereof the giving by each claimant or plaintiff in such Third Party Claim or consent to the entry of any order which does not include each Indemnified Party an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in Liability with respect of the to such Third Party Claim, (BC) settle may reasonably be expected to have a material adverse effect on the affected business of any Indemnified Party, or compromise (D) includes a provision for Losses or potential Losses in excess of the then-remaining Indemnification Escrow Amount less all amounts subject to other pending but unresolved indemnification claims. (ii) Notwithstanding anything contained in Section 9.5(a)(i) to the contrary, the Indemnifying Party shall not be entitled to control or settle, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim at any time if any of the settlement imposes equitable following conditions are not satisfied (collectively, the “Litigation Conditions”): (A) the Indemnifying Party shall have acknowledged, or other non-monetary remedies or other obligations on the if requested by an Indemnified Party or confirmed, in writing that it shall be fully responsible for all Losses relating to such Third Party Claim without giving effect to any of the limitations set forth in this Agreement; (B) the Indemnifying Party is diligently defending such Third Party Claim; (C) settle or compromise any such Third Party Claim if shall not involve criminal actions or allegations of criminal conduct by any Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; (D) the result is to admit civil or criminal liability or culpability on the part defense of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No such Third Party Claim which is being defended by the Indemnifying Party will not, in accordance with the terms reasonable judgment of this Agreement shall be settled or compromised by any Indemnified Party, have a material adverse effect on any Indemnified Party; (E) the Indemnified Losses claimed in such Third Party without Claim are less than the prior written consent remaining Indemnification Escrow Amount less all amounts subject to other pending but unresolved indemnification claims; and (F) there does not exist a conflict of interest between the Indemnifying Party and any Indemnified Party that, in the reasonable judgment of any Indemnified Party, cannot be waived, other than a conflict of interest arising solely from the obligation to indemnify. (such consent iii) Section 8.4, and not to be unreasonably conditionedthis Section 9.5(a), withheld or delayed)shall control all Tax Matters.

Third Party Claims. If any Claim or demand in respect of which an Indemnified Party might seek indemnity under this Article VI is asserted against such Indemnified Party by a Person (i) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a "Third Party Claim"), upon delivery of the Indemnified Party shall give written notice (the "Third Party Claim Notice") and the details thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to the Indemnifying Party within a period of thirty (30) days following the assertion of the Third Party Claim against the Indemnified Party (the “Defense Notice”"Third Party Claim Notice Period") provided that the failure to so notify the Indemnifying Party within twenty the Third Party Claim Notice Period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. Within thirty (2030) days after the Indemnifying Party’s its receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires)Notice by the Indemnifying Party, the Indemnifying Party shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this Article VI, which response shall be final and irrevocable; provided that the Defense Notice shall specify the counsel if the Indemnifying Party will appoint shall fail to timely deny its obligations to so indemnify and defend, it shall be deemed to have irrevocably acknowledged its obligation to so indemnify and defend unless such delay does not prejudice the rights of the Indemnified Party. If the Indemnifying Party acknowledges (or is deemed to acknowledge) its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim (such counsel by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be reasonably satisfactory settled, at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all Liability, unless consented to by the Indemnified Party). The Indemnified Party shall be entitled will cooperate fully in such defense, including by making available to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed all books, records and documents within the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects Indemnified Party's control or that it can reasonably obtain relating to conduct the defense of the Third Party Claim, (A) and all costs or expenses incurred by it at the request of the Indemnifying Party shall keep be paid by the Indemnifying Party. The Indemnified Party may, at the Indemnifying Party's cost and expense, at any time to prevent default or protect its interests file any pleadings or take any other action that the Indemnified Party apprised reasonably believes to be necessary or appropriate to protect its interests due to the failure of all material developments with respect the Indemnifying Party to diligently defend such Third Party Claim. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim and (B) the Indemnified Party will cooperate with and make available to conducted by the Indemnifying Party such assistance and materials as pursuant to this Section 6.5(a). Notwithstanding anything herein to the Indemnifying Party may reasonably requestcontrary, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the defense Indemnified Party) and shall pay the fees and expenses of any Third counsel retained by the Indemnified Party Claim if (Ai) such Third Party Claim is the claim for indemnification relates to or arises in connection with respect to a any criminal proceeding, actionor quasi-criminal Action, indictment, allegation or investigation, ; (Bii) it fails to actively and diligently conduct its defense of such Third Party Claim, the claim seeks an injunction or equitable relief against the Indemnified Party; (Ciii) the Indemnified Party has been advised in writing by independent legal counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim Party; or (Div) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party failed or is failing to control the defense of vigorously prosecute or defend such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Partyclaim. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. (ia) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person not a party to this Agreement against the Indemnified Party (a “Third Party Claim”), such Indemnified Party shall deliver a Claims Notice to the Indemnifying Party, as soon as practicable, describing such claim in reasonable detail and stating the amount or estimated amount of such Losses; provided, however, that no delay or failure on the part of an Indemnified Party in notifying the Indemnifying Party shall relieve an Indemnifying Party from its obligations hereunder unless the Indemnifying Party is thereby actually prejudiced (and then solely to the extent of such prejudice). (b) The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claimright, upon delivery of written notice to the Indemnified Party within thirty (the “Defense Notice”) within twenty (2030) days after the Indemnifying Party’s of receipt of the Claim Notice (or sooner if Claims Notice, to assume the nature defense thereof at the expense of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third with counsel selected by the Indemnifying Party Claim (such counsel to be and reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with (and the terms of this Agreement parties hereby acknowledge that for the reasonable fees purposes of the foregoing it is stipulated that Xxxxx Lord LLP and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewithXxxxx Xxxxx LLP are satisfactory). If the Indemnifying Party timely delivers a Defense Notice and thereby elects does not expressly elect to conduct assume the defense of such Third Party Claim within the time period set forth in this Section 9.6(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, (A) the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to in such Third Party Claim and (B) the Indemnified Party will cooperate with defense and make available to the Indemnifying Party such assistance all witnesses, pertinent records, materials and materials information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control assumes the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld, (A) settle conditioned or delayed), enter into any settlement or compromise a Third Party Claim or consent to the entry of any order which judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing; (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim; or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Whether or not the Indemnifying Party assumes the defense of such Third Party Claim, (B) settle or compromise any Third the Indemnifying Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on will not be obligated to indemnify the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability hereunder with respect to the Indemnified Party. No Third Party Claim which is being defended by any settlement entered into or any judgment consented to without the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the Party’s prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)consent.

Third Party Claims. (ia) The Indemnifying If a Claiming Party is entitled to seek any indemnification provided for under this Agreement in respect of a claim or demand made by any third party Person against the Claiming Party (a “Third Party Claim”), such Claiming Party shall notify the Defending Party in writing of such Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the Defending Party is materially prejudiced as a result of such failure. (b) If a Third Party Claim is made against a Claiming Party, the Defending Party shall, at its expense, be entitled to participate in the defense thereof and, if it so chooses (subject to the limitations set forth herein), to assume the defense thereof with counsel selected by the Defending Party and reasonably satisfactory to the Claiming Party if within five (5) Business Days of the receipt of notice from the Claiming Party informing the Defending Party of such Third Party Claim, the Defending Party gives written notice to the Claiming Party stating the Defending Party’s intention to do so and acknowledging that the Defending Party shall indemnify the Claiming Party from and against all Losses that the Claiming Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by, the Third Party Claim. For the avoidance of doubt, notwithstanding anything herein to the contrary, the Defending Party shall have the no right to conduct, at its sole cost assume or control the defense of any Third Party Claim that involves a Conflict. Should a Defending Party so elect (and expense, be entitled) to assume the defense of a Third Party Claim, upon delivery of written notice the Defending Party shall not be liable to the Indemnified Claiming Party (for legal expenses subsequently incurred by the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Claiming Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance connection with the terms of this Agreement for defense thereof; provided, that in the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, case that (A) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the Indemnifying judgment of the Claiming Party, in its reasonable discretion, for the same counsel to represent both the Claiming Party shall keep and the Indemnified Party apprised of all material developments with respect to such Third Party Claim and Defending Party, (B) the Indemnified Defending Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its prosecute the defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim relates to or otherwise arises in connection with any criminal or regulatory enforcement action, (D) the settlement of, and adverse judgment with respect to, or the Defending Party’s conduct of the defense of such Third Party Claim is, in the sole and absolute discretion of the Claiming Party, likely to be adverse to the Claiming Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) or (DE) such Third Party Claim seeks could result in an injunction or other equitable relief against the Indemnified Party. In Claiming Party or, in the event of any reasonable discretion of the foregoing circumstances Claiming Party, result in a Loss in excess of the dollar amount available for indemnification pursuant to this Article VII (the scenarios described in clauses (A) – (E) are collectively referred to as “Conflicts”), then the Defending Party shall continue to be liable to the Claiming Party for reasonable legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof. If the Defending Party assumes such defense, the Claiming Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense or, in accordance with the Indemnified previous sentence, at the Defending Party’s expense, separate from the counsel employed by the Defending Party, it being understood, however, that the Defending Party has nonetheless permitted shall control such defense so long as the Indemnifying Third Party to Claim does not involve a Conflict, in which case the Claiming Party shall control such defense. If the Defending Party assumes the defense of such any Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Defending Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without obtain the prior written consent of the Indemnified Party, (A) settle Claiming Party before entering into any settlement or compromise a Third Party Claim or consent consenting to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in a judgment with respect of the to such Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. In the event that any written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (i15) days following such Indemnified Party’s receipt of such claim or demand (including a copy of any related written third party demand, claim or complaint) (the “Third Party Claim”), deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel relieved of its own choosing. (ii) The Indemnifying Party shall not be entitled obligations to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and indemnify the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and if the Indemnified Party has nonetheless permitted fails to timely deliver the Indemnifying Party to control the defense of such Third Party Claim, Claim Notice and the Indemnifying Party desires to so control such defenseis materially prejudiced thereby. If a Third Party Claim is made against an Indemnified Party, the Indemnified Indemnifying Party shall be entitled to retain its own counselparticipate therein and, and to the extent that the Indemnifying Party shall pay wish, to assume the reasonable and documented fees and expenses defense thereof with counsel of one counsel its own choosing if (in addition i) the Indemnifying Party acknowledges its obligation to any required local counsel) of indemnify the Indemnified Party and it gives notice of its intention to assume the defense thereof with counsel of its own choosing within thirty (30) days after the receipt of such Claim Notice from the Indemnified Party (provided, however, that the Indemnifying Party. (iii) The Indemnifying Party ’s retention of counsel shall not, without be subject to the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed), (Aii) settle or compromise a the Third Party Claim or consent to the entry of any order which does not include seek injunctive relief against an unconditional written release by Indemnified Party, (iii) the claimant or plaintiff of Indemnifying Party does not fail to conduct the Indemnified Party from all liability in respect defense of the Third Party Claim, Claim and (iv) (A) there does not exist a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense and (B) settle there are not material defenses available to the Indemnified Party that are not available to the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of such election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such Third Party Claim. The Indemnified Party shall have the right to participate at its own expense in the defense of any Third Party Claim. Neither the Indemnifying Party, on the one hand, nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third Party Claim if without the settlement imposes equitable prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned or other non-monetary remedies delayed; provided, however, the Indemnifying Party may settle, compromise or other obligations on the Indemnified Party or (C) settle or compromise discharge any Third Party Claim if Claim, the result is to admit civil or criminal liability or culpability on the part defense of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended was assumed by the Indemnifying Party in accordance with if such settlement, compromise or discharge provides only for the terms payment of this Agreement shall be settled or compromised monetary damages by the Indemnifying Party and a full and unconditional release of the Indemnified Party, which would have no liability thereunder. In the event the Indemnifying Party elects not to defend any Third Party Claim, the Indemnified Party without shall defend against such Third Party Claim in good faith and in a commercially reasonable manner at the prior written consent cost and expense of the Indemnifying Party, and the Indemnifying Party (shall have the right to participate in such consent not to be unreasonably conditioned, withheld or delayed)defense at its own expense.

Third Party Claims. (i) If the Indemnified Party receives notice of the assertion or commencement of any Action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate thereof (a “Third Party Claim”), and if the Indemnified Party intends to seek indemnity with respect thereto under this Article 14, then the Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right but not the obligation to assume the conduct and control of the settlement or defense of such Third Party Claim, through counsel it so chooses in its sole discretion at the expense of the Indemnifying Party. The Indemnifying Party shall have the right to conducttake such action as it deems necessary to avoid, at its sole cost dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and expenseon behalf of the Indemnified Party and the Indemnifying Party may compromise or settle the same; provided that the Indemnifying Party may not settle any such Third Party Claim unless such settlement includes an unconditional waiver of any Liability on the part of the Indemnified Party. If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of such Third Party Claim through counsel chosen by the Indemnified Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, upon delivery the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of written notice any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. (ii) The Indemnifying Party and the Indemnified Party (shall cooperate with each other in all reasonable respects in connection with the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt defense of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint Claim, including making available records relating to defend such Third Party Claim (such counsel and furnishing, without expense to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed and/or its Representatives, such employees of the Indemnified Party and their respective Affiliates as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect any proceeding relating to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Indemnified Party shall not, without not have the prior written consent of the Indemnified Party, (A) right to pay or settle or compromise a any such Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Party.

Third Party Claims. (i) The With respect to any Third Party Claims, other than Retained Litigation, the Indemnifying Party shall have the right to conductright, at its sole cost expense and expenseat its election, to assume control of the negotiation, settlement and defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature through counsel of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel its choice. The election of the Indemnifying Party will appoint to defend assume such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party control shall be entitled to be indemnified in accordance with the terms made within thirty (30) days of this Agreement for the reasonable fees and expenses receipt of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense notice of the Third Party Claim, (A) failing which the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect be deemed to have elected not to assume such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to control. If the Indemnifying Party elects to assume such assistance and materials as the Indemnifying Party may reasonably requestcontrol, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in be informed and consulted with respect to the defense assisted by counsel negotiation, settlement or defenses of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect and to a criminal proceedingretain counsel to act on its behalf, action, indictment, allegation or investigation, (B) it fails to actively but the fees and diligently conduct its defense disbursements of such Third Party Claim, (C) counsel shall be paid by the Indemnified Party has been advised by unless the Indemnifying Party consents to the retention of such counsel that a reasonable likelihood exists of a material conflict of interest between or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party with respect to such Third and a representation of both the Indemnifying Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party Party, having elected to control assume such control, thereafter fails to defend the defense of such Third Party ClaimClaim within a reasonable period of time, and the Indemnifying Party desires subject to so control such defenseSection 6.1(i)(ii), the Indemnified Party shall be entitled to retain its own counsel, assume such control and the Indemnifying Party shall pay be bound by the reasonable and documented fees and expenses results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of one counsel (in addition a nature such that the Indemnified Party is required by applicable Law to make a payment to any required local counsel) third party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 6.1, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the third party, pay the amount of such difference to the Indemnifying Party. (iiiii) The Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim: (1) subject to Sections 6.1(e), the Indemnifying Party shall not, not settle any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments; (A2) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) shall not settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent may be withheld in the Indemnifying Party's sole discretion. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto. (such consent iv) The Indemnified Party shall not take any action the purpose of which is to be unreasonably conditioned, withheld prejudice the defense of any claim subject to indemnification hereunder or delayed)to induce a third party to assert a claim subject to indemnification hereunder.

Third Party Claims. (i) With respect to any Third Party Claim, the Indemnified Party shall assume control of the negotiation, settlement or defence of the Third Party Claim, assisted by counsel of its own choosing, on such terms as the Indemnified Party or its counsel, acting in good faith, considers advisable, subject to the rights of any insurer or other Third Party who has potential liability in respect of such Third Party Claim. The Indemnifying Party shall have the right to conductmonitor, at its sole cost and expensebut not participate in the negotiation, settlement or defence of, the defense Third Party Claim and shall have the right to retain counsel to act on its behalf, provided that the fees and disbursements of a such counsel shall be paid by the Indemnifying Party. If the Indemnified Party fails to take reasonable steps to negotiate, settle or defend the Third Party Claim, upon delivery of written then, within thirty (30) days after receiving notice to from the Indemnifying Party that the Indemnifying Party believes, on reasonable grounds, that the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel has failed to take such steps, the Indemnifying Party will appoint may, at its option, elect to defend such Third Party Claim (such counsel to be reasonably satisfactory to assume control of the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense negotiation, settlement or defence of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The . If the Indemnifying Party shall not be entitled to assumes control of the defense negotiation, settlement or defence of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such the Third Party Claim, (C) the Indemnified Party has been advised shall be bound by counsel that a reasonable likelihood exists of a material conflict of interest between the results obtained by the Indemnifying Party and with respect to the Third Party Claim. Regardless of whether the Indemnifying Party or the Indemnified Party assumes control of the Third Party Claim, the Indemnifying Party shall be liable for all Losses suffered or incurred by the Indemnified Party with respect to such the Third Party Claim. If any Third Party Claim or (D) is of a nature such that the Indemnified Party is required by Applicable Law to make a payment to any Third Party with respect to the Third Party Claim seeks an injunction before the completion of settlement negotiations or other equitable relief against related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party. In the event of any of the foregoing circumstances and , reimburse the Indemnified Party has nonetheless permitted for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount that was paid by the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseIndemnified Party, the Indemnified Party shall be entitled shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. Each Indemnified Party shall give the Indemnifying Party prompt written notice of any third-party claim which may give rise to any indemnity obligation under this Article X, together with the estimated amount of such claim (i) The if reasonably estimable), and the Indemnifying Party shall have the right to conductassume the defense of any such claim through counsel of its own choosing reasonably acceptable to Indemnified Party, by so notifying the Indemnified Party within fifteen (15) days of receipt of the Indemnified Party’s written notice. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If the Indemnifying Party declines, fails or is not permitted by the terms of this Agreement to assume the defense of such third-party claim within such fifteen (15) day period, the Indemnified Party may employ counsel of its choosing to represent or defend it in any such third-party claim and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party it may do so at its sole cost and expense; provided, the defense of a Third Party Claimhowever, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after that the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of control any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claimdefense; provided, (A) further, that the Indemnifying Party shall keep pay such Indemnified Party’s expenses if the Indemnified Party apprised of all material developments with respect named parties to any such Third Party Claim and action (Bincluding any impleaded parties) the Indemnified Party will cooperate with and make available to the include both such Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party. No Party shall have shall, without the right at its expense prior written consent of the other Party, settle, compromise or offer to participate settle or compromise any such claim or demand on a basis which would result in the defense assisted by counsel imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other Party or any Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other Party and its own choosing. (ii) Affiliates for any liability arising out of such claim or demand or any related claim or demand. The Indemnifying Party shall not be entitled to assume or control the defense of such third-party claim, but shall be able to participate fully and jointly with the Indemnified Party (at the Indemnifying Party’s sole cost and expense; provided, further, that the Indemnifying Party shall pay such Indemnified Party’s expenses if the named parties to any Third such action (including any impleaded parties) include both such Indemnifying Party Claim if and the Indemnified Party), if: (Ai) such Third Party Claim the third-party claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is with respect merely incidental to a primary claim or claims for monetary damages); or (ii) the third-party claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of or the Indemnified Party, (A) settle or compromise a Third as the case may be, shall at all times use commercially reasonable efforts to keep the other Party Claim or consent to reasonably apprised of the entry status of any order matter the defense of which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability they are maintaining and to cooperate in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or good faith with each other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms defense of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (any such consent not to be unreasonably conditioned, withheld or delayed)matter.

Third Party Claims. (i) The Indemnifying Party shall have the right to conductUpon receipt by any Person of notice of any claim, at its sole cost and expenseaction, the defense of a suit or proceeding by any Third Party Claim(collectively, upon delivery of an "Action"), which Action is subject to indemnification under this Article 11, such Person (the "Indemnified Party") will give reasonable written notice to the Indemnified Party from whom indemnification is claimed (the “Defense Notice”) within twenty (20) days after the "Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires"); provided that the Defense Notice failure of any Indemnified Party to so deliver notice shall specify the counsel not relieve the Indemnifying Party of its obligations under this Article 11, except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnified Party will appoint be entitled, at the sole expense and liability of the Indemnifying Party, to defend exercise full control of the defense, compromise or settlement of any such Third Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (i) notifies the Indemnified Party Claim in writing of the Indemnifying Party's intention to assume such defense, (such ii) retains legal counsel to be reasonably satisfactory to the Indemnified Party to conduct the defense of such Action and (iii) admits in writing to the Indemnified Party the Indemnifying Party)'s liability to the Indemnified Party for such Action to the extent provided in this Agreement. The Indemnified other Party shall be entitled to be indemnified will cooperate with the Party assuming the defense, compromise or settlement of any such Action in accordance with the terms of this Agreement for in any manner that such party reasonably may request. The Party controlling the reasonable fees and expenses defense, compromise or settlement of counsel for any period during which an Action shall act in good faith with respect thereto. If the Indemnifying Party has not assumed so assumes the defense of any such Third Action, the Indemnified Party Claim will have the right to employ separate counsel and to participate in accordance herewith. If (but not control) the defense, compromise or settlement of the Action (in which case the Indemnifying Party timely delivers a Defense Notice shall cooperate in providing information to the Indemnified Party about the Action), but the fees and thereby elects to conduct expenses of such counsel will be at the defense expense of the Third Indemnified Party Claim, unless (Ai) the Indemnifying Party shall keep has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party apprised of all material developments with respect to such Third Party Claim and or (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Ciii) the Indemnified Party has been advised by independent counsel that a reasonable likelihood exists of a material conflict of interest between there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party Party, and the Indemnified Party with respect to in any such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any case that portion of the foregoing circumstances fees and expenses of such separate counsel that are reasonably related to matters covered by the Indemnified Party has nonetheless permitted indemnity provided in this Article 11 will be paid by the Indemnifying Party to control the defense of such Third Party ClaimParty, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and provided that the Indemnifying Party shall not be obligated to pay the reasonable and documented fees and expenses of more than one separate counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the each jurisdiction for each Indemnified Party from all liability in respect of the Third so entitled to separate counsel. No Indemnified Party Claim, (B) will settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result such Action for which it is entitled to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of indemnification under this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party. No Indemnifying Party (will settle or compromise any such consent not Action in which any relief other than the payment of money damages is sought against any Indemnified Party, unless the Indemnified Party consents in writing to be unreasonably conditioned, withheld such compromise or delayed)settlement.

Third Party Claims. (i) The If Parent Representative receives notice of the assertion of any Claim or the commencement of any action by a third party or Governmental Authority with respect to a matter subject to indemnity hereunder (a “Third Party Claim”), notice thereof (a “Third Party Notice”) shall promptly be given to the applicable Indemnifying Party and the Escrow Agent, which Third Party Notice shall have specify in reasonable detail the right basis for any anticipated liability and specify in reasonable detail, to conduct, the extent known and reasonably quantifiable at its sole cost and expensesuch time, the defense amount or estimated amount of the Third-Party Claim, which statement shall not be binding and may be revised, amended or modified upon notice to the Indemnifying Party. The failure of Parent Representative to give timely notice of a Third Party ClaimClaim hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, upon delivery except to the extent such delay or failure has a material prejudicial effect on the defenses or other rights available to the applicable Indemnifying Party. After receipt of a Third Party Notice, the Indemnifying Parties shall have the right, but not the obligation, by providing written notice to the Indemnified Party Parent Representative within forty-five (the “Defense Notice”) within twenty (2045) days after of delivery of the Third Party Notice, to conduct and control through reputable counsel of its own choice (subject to the approval of Parent Representative, such approval not to be unreasonably withheld, conditioned or delayed) the defense, compromise or settlement (subject to the requirements set forth in Section 10.3(b)(ii) below) of any Third Party Claim, at the Indemnifying Party’s receipt of sole cost and expense to the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel extent the Indemnifying Party will appoint is obligated to defend indemnify Parent Representative or is otherwise liable to pay for such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which pursuant to Section 10.2; provided, that the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to must conduct the defense of the Third Party ClaimClaim actively and diligently in order to preserve its rights in this regard; and provided, (A) further, that the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to conduct and control the defense thereof if such Third Party Claim, based on the remedy sought, (i) would reasonably be expected to result in an equitable order, judgment or term that would restrict the future activity of, or result in a material and adverse impact on, the ongoing business of the Indemnifying Party/Indemnified Party (as applicable) or any of their Affiliates, (ii) seeks equitable relief or (iii) relates to a criminal action or involves claims by a Governmental Authority. The Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any Third Party Claim if (A) such Third Party Claim is with respect as to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between which the Indemnifying Party has elected to conduct and control the Indemnified defense, compromise or settlement thereof; provided, that, if Parent Representative reasonably determines that the interests of Indemnifying Party and Parent Representative are in material conflict with respect to one another such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted that the Indemnifying Party to control could not adequately represent the defense interests of such Third Party ClaimParent Representative, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and then the Indemnifying Party shall also pay the reasonable and documented fees and expenses of one separate counsel of Parent Representative in connection with such Third Party Claim during such time as such a conflict exists. In the event, however, that the Indemnifying Party declines or does not timely elect to conduct and control the defense, compromise or settlement of any Third Party Claim or to employ reputable counsel reasonably satisfactory to Parent Representative, in either case within such forty-five (45) day period, or if the Indemnifying Party is not entitled to assume the defense of such claim in addition accordance with this Section 10.3(b), then the Indemnifying Party shall pay the reasonable and documented expenses of counsel for Parent Representative as incurred to the extent the Indemnifying Party is obligated to indemnify Parent Representative for such fees and expenses pursuant to Section 10.2(a); provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one firm for all Indemnified Parties in any required local counselclaim. (ii) Subject to the last sentence of this Section 10.4(b)(ii), neither the Indemnifying Party nor Parent Representative, as the case may be, shall pay, compromise, settle or consent to the entry of any judgment with respect to which indemnification is being sought herein without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed) unless each of the following conditions are satisfied: (A) such compromise, settlement or consent includes an unconditional release of the Indemnifying Party/Indemnified Party (as applicable) and its Representatives from all Liability arising out of such claim, (B) such compromise, settlement or consent does not contain any finding, admission or statement suggesting any wrongdoing, violation of applicable Law or Liability on behalf of the Indemnifying Party/Indemnified Party (as applicable) (other than monetary Liability of Parent Representative that will be paid or reimbursed by the Indemnifying Party) and (C) such settlement, compromise or consent does not contain any equitable order, judgment or term that would restrict the future activity of, or result in a material and adverse impact on, the ongoing business of the Indemnifying Party/Indemnified Party (as applicable) or any of their Affiliates. Notwithstanding the foregoing, if the Indemnifying Party is entitled to conduct and control the defense, compromise or settlement of any particular claim pursuant to this Section 10.4(b), but elects not to do so (or fails to provide timely notice of such election) or if the Indemnifying Party is otherwise prohibited from doing so pursuant to clauses (i) through (iii) of Section 10.4(b)(i), Parent Representative may pay, compromise, settle or consent to the Indemnified Party.entry of any judgment with respect to such Third Party Claim and shall be entitled to indemnification from the Indemnifying Party for any and all Losses based upon, arising from or relating to such Third Party Claim in accordance with the terms of this Article X. (iii) The Indemnifying Party shall not, without the prior written consent at all times use commercially reasonable efforts to keep Parent Representative reasonably apprised of the Indemnified Partystatus of the defense of any matter the defense of which it is maintaining and to reasonably cooperate in good faith with each other with respect to the defense of any such matter and shall furnish such records and other information as may be reasonably requested by the Indemnifying Party or Parent Representative (as the case may be) in connection therewith. (iv) Parent Representative and the Indemnifying Parties shall use their commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law) and to cause all communications among employees, (A) settle or compromise counsel and others representing any party to a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld made so as to preserve any applicable attorney-client or delayed)work-product privileges.

Third Party Claims. (ia) Promptly after the receipt by any Person entitled to indemnification pursuant to this Article XI (the “Indemnified Party”) of notice of the commencement of any Action involving a third party (such Action, a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this Article XI (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall materially prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party shall have the right be entitled to conduct, at its sole cost and expense, assume the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that the Defense Notice shall specify the with counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and ’s sole expense; provided that the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (Ai) the Third Party Claim relates to or arises in connection with any criminal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim would reasonably be expected to have a material and adverse effect on the Indemnified Party’s business or relates to its customers, suppliers, vendors or other service providers, (iv) the Indemnified Party shall have reasonably concluded, after conferring with counsel, that an actual or potential conflict of interest exists between the Indemnifying Party or any of its Affiliates, on the one hand, and the Indemnified Party, on the other hand, or that the Indemnifying Party or any of its Affiliates could have defenses that would not reasonably be expected to be available to the Indemnified Party, in each case, that would make separate representation advisable, (v) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim or (vi) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article XI. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, and (B) the settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all Losses with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (Cii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party has been advised shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; except that the reasonable fees, costs and expenses of such counsel that a reasonable likelihood exists shall be at the expense of a material conflict of interest between the Indemnifying Party if the Indemnifying Party and the Indemnified Party with respect are both named parties to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances proceedings and the Indemnified Party has nonetheless permitted shall have reasonably concluded, following consultation with counsel, that representation of both parties by the Indemnifying Party same counsel would be inappropriate due to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the actual or potential differing interests between them. (d) The Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) not settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement imposes equitable (whether monetary or other non-monetary remedies or other obligations on the Indemnified Party or (Cotherwise) settle or compromise any Third Party Claim if the result unless such settlement is consented to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended in writing by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (Party, such consent not to be unreasonably conditioned, withheld or delayed). (e) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 11.5 shall be given by the Buyer acting on behalf of the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 11.5 shall be given by the Representative acting on behalf of the Seller Indemnified Parties.

Third Party Claims. (ia) If any lawsuit or other action is filed or instituted by a third party against any Indemnified Party with respect to a matter subject to indemnity hereunder, notice thereof (a “Third Party Notice”) shall be given to the Indemnifying Party as promptly as practicable (and in any event within fifteen (15) Business Days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent of actual damage caused by such failure. After receipt of a Third Party Notice, the Indemnifying Party shall have the right to conduct(a) take control of the defense and investigation of such lawsuit or action, (b) employ and engage attorneys of its own choice to handle and defend the same, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt sole cost, risk and expense, and (c) compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party), which consent shall not be unreasonably withheld or denied. The Indemnified Party shall be entitled to be indemnified cooperate in accordance all reasonable respects with the terms Indemnifying Party and such attorneys in the investigation, trial and defense of this Agreement such lawsuit or action and any appeal arising therefrom, and the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall also cooperate with each other in any notifications to insurers. If the Indemnifying Party fails to assume the defense of such claim within thirty (30) calendar days after receipt of the Third Party Notice, the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim (all at the cost and expense of the Indemnifying Party) and the Indemnifying Party shall have the right to participate therein at its own cost. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the reasonable fees and expenses of counsel more than one separate firm of attorneys at any time for any period during and all Indemnified Parties (which firm shall be designated in writing by such Indemnified Party or Parties, subject to the approval of the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party which shall not be entitled to control the defense of unreasonably withheld or delayed) in connection with any Third Party Claim if (A) one such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation action or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any proceeding arising out of the foregoing same general allegations or circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party in no event shall any compromise or settlement be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, made without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such which consent shall not to be unreasonably conditioned, withheld or delayed). (b) In addition, with respect to any claim for indemnification under Section 12.02(s), the following provisions shall apply unless the Indemnifying Party fails to assume the defense of such claim within thirty (30) calendar days after receipt of the Third Party Notice: (i) The Indemnified Party shall give the Indemnifying Party access to the property in question in order to allow the Indemnifying Party to take any action required or any other action desired by the Indemnifying Party in connection with the defense of the claim, and the Indemnified Party shall provide all cooperation reasonably requested by Indemnifying Party in connection therewith. (ii) Neither the Indemnified Party nor any other party to this Agreement shall take any action that could reasonably be expected to have the effect of accelerating the timing of, or increasing the cost of, any action required by the United States Army Corp of Engineers, the United States Environmental Protection Agency, or any other governmental agency having jurisdiction over environmental matters (collectively, the “Environmental Agencies”); provided, however, that the foregoing prohibitions shall not apply (A) to any action required by law, or (B) with respect to any action necessary for the Indemnified Party’s business operations, if the Indemnifying Party has been given at least fifteen (15) days prior written notice thereof. (iii) In conducting the defense of any such claim, including without limitation, taking any required actions, the Indemnifying Party will engage in communication with the Environmental Agencies, and with consultants, contractors and others, as it deems appropriate. No Indemnifying Party, nor any other party to this Agreement, will communicate ex parte with any governmental agency, or with any consultant or contractor engaged by or on behalf of the Indemnifying Party, except that the Indemnified Party may make responses required by law if it gives the Indemnifying Party prior notice thereof and an opportunity to comment. (iv) In defending any such claim, the Indemnifying Party shall have the right to contest the claim, both with objections and discussions with the Environmental Agencies and with formal appeals or challenges to decisions of the Environmental Agencies, provided, however, that (i) the Indemnifying Party is required to consult with the Indemnified Party; (ii) the Indemnifying Party is liable for all costs associated with the defense, implementation, and penalties assessed; and (iii) the Indemnifying Party is liable for all business losses caused by its control of the claim. (v) In addition to the notice requirements of Sections 12.07 and 12.08, notice of any communication from any Environmental Agency alleging, making reference to, inquiring about or otherwise mentioning the presence or possible presence of wetlands shall be given to the Indemnified Party as promptly as practicable (and any event within fifteen (15) Business Days after receipt thereof); provided that no such notice shall constitute a Third Party Notice unless it is notice of a lawsuit, administrative order, or formal demand for action issued by an Environmental Agency.

Third Party Claims. (ia) Promptly after the receipt by any Person entitled to indemnification pursuant to this Article IX (the “Indemnified Party”) of notice of the commencement of any Action involving a third party (such Action, a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this Article IX (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party (including a good faith estimate of the Loss (if estimable) with respect thereto); provided that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall materially prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party shall have the right be entitled to conduct, at its sole cost and expense, assume the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the any Third Party Claim so requires); provided that the Defense Notice shall specify the with counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and ’s sole expense; provided that the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (Ai) such the Third Party Claim relates to or arises in connection with any matter involving (or potentially involving) criminal or quasi-criminal conduct or criminal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party or the Company, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the Cap (if applicable thereto) by an amount in excess of the amount of the Cap, (iv) the Third Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Party’s or the Company’s business, or (v) the Indemnifying Party has failed or is with respect failing to a criminal proceedinguse reasonable efforts to defend in good faith the Third Party Claim. (c) If the Indemnifying Party assumes the defense of any Third Party Claim, action, indictment, allegation or investigation(i) it shall not settle the Third Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, (B) it fails the settlement involves only the payment of money damages that are indemnifiable in full by the Indemnifying Party under this Agreement and does not impose an injunction or other equitable relief upon the Indemnified Party or the Company, and (C) the settlement includes an unconditional release of the Company and each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to actively and diligently conduct its defense of the Indemnified Party, from all Losses with respect to such Third Party Claim, (Cii) it shall indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party has been advised shall have the right (but not the obligation) to participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; except that the reasonable and documented fees, costs and expenses of such counsel that a reasonable likelihood exists shall be at the expense of a material conflict of interest between the Indemnifying Party if the Indemnifying Party and the Indemnified Party with respect are both named parties to such the proceedings and the representation of both parties by the same counsel would be inappropriate due to actual or potential conflict of interest between them. (d) The Indemnified Party shall not settle any Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted that the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and is properly defending in accordance with Section 9.6(b) if the Indemnifying Party shall pay the reasonable and documented fees and expenses have any obligation as a result of one counsel such settlement (whether monetary or otherwise) unless such settlement is consented to in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended writing by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (Party, such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed). (e) Each of the Buyer and the Seller shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 9.6 shall be given by the Buyer acting on behalf of the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 9.6 shall be given by the Seller acting on behalf of the Seller Indemnified Parties.

Third Party Claims. (i) The With respect to any Third Party Claims, the Indemnifying Party shall have the right to conductright, at its sole cost expense and expenseat its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice. In such event, the defense of a Third Indemnifying Party Claim, upon delivery of written notice to shall reimburse the Indemnified Party (for all the “Defense Notice”) within twenty (20) days after the Indemnifying Indemnified Party’s receipt 's reasonable out-of-pocket expenses as a result of the Claim Notice (or sooner if the nature such assumption. The election of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend assume such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party control shall be entitled to be indemnified in accordance with the terms made within 20 days of this Agreement for the reasonable fees and expenses receipt of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense notice of the Third Party Claim, (A) failing which the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect be deemed to have elected not to assume such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to control. If the Indemnifying Party elects to assume such assistance and materials as the Indemnifying Party may reasonably requestcontrol, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in be informed and consulted with respect to the defense assisted by counsel negotiation, settlement or defenses of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect and to a criminal proceedingretain counsel to act on its behalf, action, indictment, allegation or investigation, (B) it fails to actively but the fees and diligently conduct its defense disbursements of such Third Party Claim, (C) counsel shall be paid by the Indemnified Party has been advised by unless the Indemnifying Party consents to the retention of such counsel that a reasonable likelihood exists of a material conflict of interest between or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party with respect to such Third and a representation of both the Indemnifying Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party Party, having elected to control assume such control, thereafter fails to defend the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseClaim within a reasonable period of time, the Indemnified Party shall be entitled to retain its own counselassume such control, and the Indemnifying Party shall pay be bound by the reasonable and documented fees and expenses results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of one counsel (in addition a nature such that the Indemnified Party is required by applicable Law to make a payment to any required local counsel) Third Party with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of this Section 7.1, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iiiii) The If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not, not settle any Third Party Claim without the prior written consent of the Indemnified Party, (A) settle which consent shall not be unreasonably withheld, conditioned or compromise a Third Party Claim delayed, unless such settlement provides solely for monetary damages or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the other monetary payments. The Indemnified Party from all liability in respect of and the Third Indemnifying Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or shall cooperate fully with each other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim Claims and, regardless of which is being defended by the Indemnifying Party in accordance party has control thereof as provided for herein, shall keep each other reasonably advised with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)respect thereto.

Third Party Claims. (i) If an Indemnified Party intends to seek indemnity with respect to a Third-Party Claim, then such Indemnified Party shall deliver an Indemnity Notice to the Indemnifying Party promptly after receipt of written notice of such Third-Party Claim; provided that any failure to give such notice promptly will not relieve the Indemnifying Party of its indemnification obligations hereunder unless and only to the extent that (i) such failure results in a lack of actual notice and (ii) the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of an Indemnity Notice to assume the right to conductconduct and control, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice through counsel reasonably acceptable to the Indemnified Party (and at the “Defense Notice”) within twenty (20) days after expense of the Indemnifying Party’s receipt , of the Claim Notice (settlement or sooner if the nature defense of the Third such Third-Party Claim so requires)Claim; provided that the Defense Notice Indemnifying Party (A) shall specify permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party and, except as provided in clause (ii) below, the fees and expenses of such counsel shall be borne by such Indemnified Party and (B) may assume the defense of such Third-Party Claim only to the extent the Indemnifying Party will appoint to defend such Third Party Claim acknowledges its indemnity obligation hereunder. (such counsel to be reasonably satisfactory to ii) Notwithstanding the Indemnified Partyforegoing clause (i). The Indemnified , the Indemnifying Party shall not be entitled to be indemnified in accordance with assume control of the terms defense of this Agreement for such Third-Party Claim and shall pay the reasonable fees and expenses of counsel for any period during which (reasonably acceptable to the Indemnifying Party) retained by the Indemnified Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, if (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Third-Party Claim and relates to or arises in connection with any criminal Action, indictment or allegation, (B) the Indemnified Third-Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and Claim seeks a material injunction or equitable relief against the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party ClaimParty, (C) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, (D) the Indemnified Party reasonably believes an adverse determination with respect to the Third-Party Claim is likely to establish a precedential custom or practice or would otherwise be materially detrimental to or materially injure the Indemnified Party or its Affiliates, (E) the Indemnified Party is a Buyer Indemnitee and the Third-Party Claim involves a Client or KA Fund Investor, (F) the Indemnifying Party fails, within 30 days after receiving an Indemnity Notice, to assume the defense of the Third-Party Claim in accordance with this Section 9.2(a) or (G) the Indemnifying Party has failed or is failing to vigorously prosecute or defend such Third-Party Claim. If the Indemnifying Party assumes control of the defense of the Third-Party Claim in accordance with the terms hereof, then the Indemnified Party shall have the right to employ separate counsel with respect to such Third-Party Claim and to participate in the defense thereof, and the fees and expenses of such counsel shall be borne by such Indemnified Party, except that the reasonable fees and expenses of such counsel shall be borne by the Indemnifying Party if (x) the payment of such counsel’s fees and expenses has been specifically authorized in writing by the Indemnifying Party, or (y) the named parties in such Third-Party Claim (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by its counsel that (1) there are one or more legal defenses available to the Indemnified Party that are not available to the Indemnifying Party, or the assertion of which would be adverse to or in conflict with the interests of the Indemnifying Party, or (2) representation of both parties by the same counsel would be otherwise inappropriate under applicable standards of professional conduct. If the Indemnifying Party does not assume control of the defense of the Third Party Claim, the Indemnified Party shall not pay or settle any such Third-Party Claim unless the Indemnifying Party shall have consented in writing to such payment or settlement (not to be unreasonably withheld, delayed or conditioned); provided that, notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third-Party Claim without such consent from the Indemnifying Party if (i) the Indemnified Party agrees in writing to waive any right to indemnity by the Indemnifying Party for such Third-Party Claim or (ii) the Indemnifying Party assumes control but fails to vigorously defend a Third Party Claim. (iii) If the Indemnifying Party is not entitled to assume control of the defense of any Third-Party Claim in accordance with the terms of this Section 9.2(a), or the Indemnifying Party elects to undertake the defense thereof but thereafter fails to defend the Third-Party Claim in good faith, the Indemnified Party shall have the right to contest, settle or compromise the Third-Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, enter into any settlement or consent to entry of any judgment, in each case, unless such settlement or consent does not contain any admission of guilt or wrongdoing on the part of the Indemnified Party and its Affiliates, is entirely indemnifiable by the Indemnifying Party pursuant to this ARTICLE IX or Section 10.4, and includes as an unconditional written term thereof the giving by the Person or Persons asserting such Third-Party Claim to all Indemnified Parties of an unconditional release from all Liability with respect to such Third-Party Claim. The Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense to the Indemnifying Party, such employees of the Indemnified Party reasonably necessary for the preparation of the defense of such Third-Party Claim or for testimony as witnesses in any proceeding relating to such Third-Party Claim; provided that (A) such cooperation shall not unreasonably interfere with the business of the non-requesting party, (B) nothing herein shall require any Indemnified Party to waive any attorney-client privilege or attorney’s duty of confidentiality or confidential treatment and (C) the obligations set forth in this sentence shall be null and void and of no force and effect whatsoever if such Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If the claim or demand set forth in the Notice of Claim relates to a claim or demand asserted by a third party (a “Third-Party Claim”): (i) Indemnified Party May Elect that Indemnifying Parties Defend a Claim or Demand, at the Indemnifying Parties’ Expense. The Indemnified Party may, but shall not be obligated to, elect and request that the Indemnifying Parties assume the defense of such claim or demand (with the full cooperation of the Indemnified Parties). If the Indemnified Party elects and requests that the Indemnifying Parties assume the defense of such claim or demand: (1) the Indemnifying Parties will assume the defense of such claim or demand, including the employment of counsel reasonably acceptable to the Indemnified Party to defend such claim or demand, (2) the Indemnifying Parties shall pay all fees, costs and disbursements in connection with the defense of such claim or demand, including attorneys fees and costs; and (3) the Indemnified Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified participate in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewithat its own expense. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying The Indemnified Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Parties or such Indemnifying Parties’ representatives all records and other materials reasonably required by them for their use in contesting any Third Party such assistance Claim and materials as shall cooperate with the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate Parties in the defense assisted by counsel of its own choosingconnection therewith. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that May Defend a reasonable likelihood exists of a material conflict of interest between Claim or Demand, at the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified PartyParties’ Expense. In the event of any of the foregoing circumstances and that the Indemnified Party has nonetheless permitted the Indemnifying Party determines, in its sole discretion, to control assume the defense of such Third claim or demand, or if the Indemnifying Parties fail to defend such claim or demand pursuant to Section 11.D.(i) in a timely manner, then such Indemnified Party Claimmay, but shall not be obligated to, defend such claim or demand and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party Parties shall pay all actually and reasonably incurred fees, costs and disbursements in connection with the reasonable and documented defense of such claim or demand, including attorneys fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) costs. The Indemnifying Party Parties shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent make available to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise such Indemnified Party’s representatives all records and other materials reasonably required by them for their use in contesting any Third Third-Party Claim if the result is to admit civil or criminal liability or culpability on the part of and shall cooperate with the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)connection therewith.

Third Party Claims. (i) The With respect to any Third Party Claims, the Indemnifying Party shall have the right to conductright, at its sole cost expense and expenseat its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice. In such event, the defense of a Third Indemnifying Party Claim, upon delivery of written notice to shall reimburse the Indemnified Party (for all the “Defense Notice”) within twenty (20) days after the Indemnifying Indemnified Party’s receipt 's reasonable out-of-pocket expenses as a result of the Claim Notice (or sooner if the nature such assumption. The election of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend assume such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party control shall be entitled to be indemnified in accordance with the terms made within 60 days of this Agreement for the reasonable fees and expenses receipt of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense notice of the Third Party Claim, (A) failing which the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect be deemed to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available have elected not to do so. If the Indemnifying Party elects to assume such assistance and materials as the Indemnifying Party may reasonably requestcontrol, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in be informed and consulted with respect to the defense assisted by counsel negotiation, settlement or defenses of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect and to a criminal proceedingretain counsel to act on its behalf, action, indictment, allegation or investigation, (B) it fails to actively but the fees and diligently conduct its defense disbursements of such Third Party Claim, (C) counsel shall be paid by the Indemnified Party has been advised by unless the Indemnifying Party consents to the retention of such counsel that a reasonable likelihood exists of a material conflict of interest between or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party with respect to such Third and a representation of both the Indemnifying Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party Party, having elected to control assume such control, thereafter fails to defend the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defenseClaim within a reasonable time, the Indemnified Party shall be entitled to retain its own counselassume such control, and the Indemnifying Party shall pay be bound by the reasonable and documented fees and expenses results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of one counsel (in addition a nature such that the Indemnified party is required by applicable Law to make a payment to any required local counselPerson (a "THIRD PARTY") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall forthwith, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iiiii) The If the Indemnifying Party fails to assume control of the defense of any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defenses of any Third Party Claim, the Indemnifying Party shall not, not settle any Third Party Claim without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or which consent to the entry of any order which does shall not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed).

Third Party Claims. If any Indemnified Party 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 (ia “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than twenty (20) days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. Subject to any rights of any insurer under the R&W Policy, the Indemnifying Party shall have the right to conductparticipate in, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of or by giving written notice to the Indemnified Party, to assume the defense of any Third Party (the “Defense Notice”) within twenty (20) days after Claim at the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be expense and by counsel, reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of chosen by the Indemnifying Party, and the Indemnified Party shall have cooperate in good faith in such defense; provided, that if the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party is Seller, such Indemnifying Party shall not be entitled have the right to control defend or direct the defense of any such Third Party Claim that (x) seeks an injunction or other equitable relief against the Indemnified Party, (y) relates to any criminal or quasi-criminal matter or (z) the Indemnified Party is reasonably advised in writing by outside counsel chosen by it that there are one or more legal or equitable defenses available to the Indemnified Party that Indemnifying Party cannot assert on behalf of the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), and subject to any rights of any insurer under the R&W Policy, it shall have the right to take such action as it deems reasonably necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) such Third there are legal defenses available to an Indemnified Party Claim is with respect that are different from or additional to a criminal proceeding, action, indictment, allegation those available to the Indemnifying Party; or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that there exists a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to or is not permitted under this Section 8.05(a) to compromise or defend such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and Claim, fails to promptly notify the Indemnified Party has nonetheless permitted the Indemnifying Party in writing of its election to control defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled may, subject to retain its own counselSection 8.05(b), and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall notpay, without the prior written consent of the Indemnified Party, (A) settle compromise or compromise a defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or consent relating to such Third Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the entry defense of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, including making available (Bsubject to the provisions of Section 5.07) settle or compromise any records relating to such Third Party Claim if and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the settlement imposes equitable or other defending party, management employees of the non-monetary remedies or other obligations on defending party as may be reasonably necessary for the Indemnified Party or (C) settle or compromise any preparation of the defense of such Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Claim.

Third Party Claims. (ia) In the event a Notice of Claim is based on a claim by a third party (including Tax authorities or any Regulator) against any of the Group Companies, the Indemnifying Party may, within a period of ten (10) Business Days from the date of receipt of the Notice of Claim provide the Purchaser with the name of a representative responsible for assisting, on behalf of the Indemnifying Party and at the Indemnifying Party's cost, in the negotiations or hearings relating to such third party claim. The Purchaser shall, and shall procure that the Group Companies shall, reasonably cooperate with this representative, shall provide all reasonable assistance to enable the representative to assess the third party claim in question and shall endeavour to consult with such representative prior to taking any material decision in connection with the management of such third party claim. Notwithstanding the appointment of a representative by the Indemnifying Party, the Indemnifiable Party shall assume the defence of such third party claim and shall be free to take any action that it shall deem appropriate for defending the interests of the Group Companies and in particular instigating, continuing or ceasing any arbitration or court proceedings, or reaching a settlement. Without prejudice to the foregoing, the Indemnifiable Party shall take all reasonable actions and cause the Group Companies to take all such reasonable actions, including resisting the relevant claims, which may be required to mitigate the amount of the Loss for which indemnity is sought hereunder, and shall or shall cause the Group Companies to take all such reasonable actions and shall keep the Indemnifying Party promptly and fully informed of any such initiative or actions. (b) The Indemnifiable Party shall procure that (except to such extent as is required by a Regulator under Environmental Law or by virtue of an immediate serious risk to the Environment or human health) no action shall be taken in respect of the subject matter of any actual or potential Environmental Claim which would or might give rise to a liability of the Indemnifying Party under this Agreement without first consulting the Indemnifying Party and, when relevant and to the extent possible, obtaining three competitive quotations for a scope of required remediation works. (c) Provided it provides the Purchaser with a written acknowledgement that the underlying Loss will be fully indemnified by it pursuant hereto (and irrevocably waives any right to challenge it), the Seller shall have the right to conduct, at its sole cost and expense, direct the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability relevant Group Company's actions in respect of the Third Party circumstances which gave rise or might give rise to the Claim, provided, that in doing so the Seller shall take into consideration the legitimate commercial interests of the Group Companies. In this event, the Purchaser agrees to ensure, upon request by the Seller, that the relevant Group Companies shall, at the Seller's expense: (Ba) settle or compromise keep the Seller duly and promptly informed of any Third Party Claim if the settlement imposes equitable notice, communication or other non-monetary remedies or other obligations on information however received in relation to such Claim; (b) reasonably cooperate with the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part Seller in respect of the Indemnified Party that gives rise relevant remedies and actions, by giving the Seller access to criminal liability with respect all records, files and data relating thereto reasonably requested by the Seller and by providing the reasonable support from its employees; and (c) abide by the instructions of the Seller in the conduct of the legal proceedings and/or settlement negotiations and/or other initiatives in relation to the Indemnified Party. No Third Claim. (d) The taking by the Indemnifiable Party Claim which is being defended of any action or omission in breach of the provisions of this Section 11.4 shall reduce the indemnifiable amount by the extent of the prejudice actually suffered by the Indemnifying Party in accordance with the terms as a result of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)breach.

Third Party Claims. (i) The In order for a Person (the “Indemnified Party”) to be entitled to any indemnification provided for under this Section 3.3(a) in respect of, arising out of or involving a claim made by any third Person against the Indemnified Party (a “Third Party Claim”), such Indemnified Party must notify the Person obligated to provide indemnification under this Section 3.3(a) (the “Indemnifying Party”) in writing of the Third Party Claim promptly following receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have the right to conduct, at its sole cost and expensebeen prejudiced as a result of such failure. Thereafter, the defense Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ii) If a Third Party ClaimClaim is made against an Indemnified Party, upon delivery of the Indemnifying Party shall be entitled to assume the defense thereof by written notice to the Indemnified Party within ten (the “Defense Notice”) within twenty (2010) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature notice of the Third Party Claim so requires); provided that the Defense Notice shall specify the contemplated by paragraph (i) above with counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of selected by the Indemnifying Party, in its sole and absolute discretion, and approved by the Indemnified Party Party, which approval shall have not be unreasonably withheld; provided that such counsel is not reasonably objected to by the right at its expense to participate in Indemnified Party; and provided further that notwithstanding the defense assisted by counsel of its own choosing. (ii) The foregoing, the Indemnifying Party shall not be entitled to assume control of such defense and, instead, shall pay the defense reasonable legal fees, costs and expenses of any Third counsel retained by the Indemnified Party Claim if (A) such Third Party Claim is the claim for indemnification relates to or arises in connection with respect to a any criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim claim seeks an injunction or other equitable relief against the Indemnified Party. In , (C) the event Indemnifying Party failed or is failing to reasonably prosecute or defend such claim, (D) assuming such claim is determined adversely, such claim could reasonably be expected to give rise to Losses which such Indemnifying Party is unable to pay or which could be reasonably expected to exceed the ability of any such Indemnifying Party to pay, or (E) in the Indemnified Party’s reasonable judgment based upon a written opinion from such Indemnified Party’s counsel, a conflict of the foregoing circumstances and interest between the Indemnified Party has nonetheless permitted and the Indemnifying Party exists with respect to the claim. (iii) If the Indemnifying Party assumes the defense of a Third Party Claim, (1) the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof and (2) in addition to the rights set forth in subparagraph (iv) below, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees, costs and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (including in respect of Third Party Claims the defense of which the Indemnifying Party was not entitled to assume or continue in accordance with the second proviso of the first sentence of paragraph (ii)). (iv) The Indemnified Party shall have the right to control the defense of any Third Party Claim, including any Third Party Claim the defense of which has been assumed by the Indemnifying Party. Without limiting the generality of the foregoing, all important legal and strategic decisions with respect to the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, Claim shall be made by the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition not admit any liability with respect to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Third Party shall notClaim, or settle, compromise or discharge any Third Party Claim, in each case without the prior written consent of the Indemnified Party. (v) If the Indemnifying Party assumes the defense of a Third Party Claim, all the Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (Aupon the Indemnifying Party’s request) settle or compromise provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. (vi) The indemnification with respect to an Indemnifying Party’s obligation to pay legal fees and other costs and expenses of defense of a Third Party Claim or consent to the entry of any order which does not include an unconditional written release required by the claimant or plaintiff this Section 3.3(a) shall be made by periodic payments of the Indemnified Party from all liability in respect amount thereof during the course of the investigation or defense of the Third Party Claim, as and when bills are received. (Bvii) settle or compromise any All claims under this Section 3 other than Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement Claims shall be settled or compromised governed by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed)Section 3.3(b) below.

Third Party Claims. (i) The obligations and liabilities of an Indemnifying Party shall have with respect to Losses resulting from the right to conductassertion of liability by third parties (each, at its sole cost and expense, the defense of a “Third Party Claim, upon delivery of ”) shall be subject to the following terms and conditions: (a) The Indemnified Parties shall promptly give written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense Parties of any Third Party Claim if (A) such Third Party Claim is with respect that might give rise to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) any Loss by the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between Parties, stating the Indemnifying Party nature and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense basis of such Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the part of the Indemnified Party in so notifying the Indemnifying Party desires shall relieve the Indemnifying Party from any obligation hereunder unless the Indemnifying Party is materially prejudiced thereby. Such notice shall be accompanied by copies of all relevant documentation with respect to so such Third Party Claim, including any summons, complaint or other pleading which may have been served, any written demand or any other document or instrument. (b) From and after receipt of notice of a Third Party Claim pursuant to Section 12.03(a), the Indemnifying Parties shall have the right to assume and conduct, at their own expense, the defense against the Third Party Claim in their own names or in the names of the Indemnified Parties. Any Indemnified Parties shall have the right to employ separate counsel in any such Third Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Loss incurred by the Indemnified Party and shall not be payable by the Indemnifying Parties; provided, however, that if the Indemnifying Party and the Indemnified Party shall, based on advice of counsel to the Indemnified Party, have conflicting or different claims or defenses, then the Indemnifying Party shall not have control of such defense, conflicting or differing claims or defenses and the Indemnified Party shall be entitled to retain its own counselappoint one separate counsel for such claims and defenses, at the reasonable cost and expense of the Indemnifying Party. The party or parties conducting the defense of any Third Party Claim shall keep the other parties apprised of all significant developments with respect thereto and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Claim without the prior consent of the other parties hereto, such consent not to be unreasonably withheld; provided, however, that the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition be entitled to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall notsettle, compromise or consent to a judgment without the prior written consent of the Indemnified Party, (A) settle or compromise Party with respect to a Third Party Claim or consent to the entry of any order which does not include an unconditional written release that only imposes monetary obligations that are paid by the claimant or plaintiff Indemnifying Party and contains a release of the Indemnified Party from all liability in respect thereunder. The Indemnified Party shall make available all information and assistance reasonably available and necessary for the defense of the Third Party Claim, (B) settle or compromise any Third Claim as the Indemnifying Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability may reasonably request and shall cooperate with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement such defense. The Member Representative shall be settled or compromised by the Indemnified Party without the prior written consent entitled to exercise any rights of the Members with respect to Third Party Claims under this Section 12.03. (c) Notwithstanding the foregoing, if Parent determines in good faith that there is a reasonable probability that a Third Party Claim may have a material adverse effect on it or the Surviving Entity, Parent may, by notice to the Indemnifying Parties, assume the exclusive right to defend, compromise or settle such Third Party (Claim, but the Indemnifying Parties will not be bound by any compromise or settlement effected without their consent, such consent not to be unreasonably conditionedwithheld. If Parent should elect to exercise such right, withheld the Indemnifying Parties shall have the right to participate in, but not control, the defense or delayed)settlement of such Third Party Claim at their sole cost and expense.

Third Party Claims. If any claim or demand in respect of which any Silgan Indemnitee or the Selling Parties might seek indemnity under this Article X is asserted against the Damaged Party by a Person other than a Party (ia "Third Party Claim") prior to the expiration of the applicable survival period, the Damaged Party shall give written notice and the details thereof including an estimate of the claimed Losses, copies of all relevant pleadings, documents and information to the Responsible Party within thirty (30) days following the assertion of the Third Party Claim against the Damaged Party (to the extent available at such date); provided that no delay on the part of the Responsible Party in notifying the Responsible Party shall relieve the Responsible Party from any obligation hereunder except if the Responsible Party is materially prejudiced thereby. The Indemnifying Responsible Party shall have the sole right to defend and/or settle such Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted to a final conclusion or will be settled at the sole discretion of the Responsible Party as long as the Responsible Party agrees in writing that the Damaged Party is entitled to indemnification by the Responsible Party for such action; provided, however, that the Responsible Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Damaged Party or does not fully and finally release the Damaged Party from all liability, unless consented to by the Damaged Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Damaged Party shall cooperate fully in such defense, including by making available to the Responsible Party all books, records, documents and personnel within the Damaged Party's control or that it can reasonably obtain relating to the Third Party Claim. The Damaged Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Responsible Party pursuant to this Section 10.6(a), provided, however, that if the Responsible Party elects not to defend a Third Party Claim, the Damaged Party shall have the right to conductdefend and/or settle such Third Party Claim provided that it acts in good faith in connection therewith. Notwithstanding anything to the contrary, at its if there is an accrual on Schedule 1.1(B) for any Third Party Claim to which any of the Silgan Indemnitees is seeking indemnification pursuant to this Article X, then the applicable Silgan Indemnitee shall have the sole cost and expense, the defense of a right to defend and/or settle such Third Party Claim, upon delivery of written notice to the Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the Defense Notice it shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any settle such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate an amount in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense excess of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of any of the foregoing circumstances and the Indemnified Party has nonetheless permitted the Indemnifying Party to control the defense of such Third Party Claim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to retain its own counsel, and the Indemnifying Party shall pay the reasonable and documented fees and expenses of one counsel (in addition to any required local counsel) of the Indemnified Party. (iii) The Indemnifying Party shall not, accrual without the prior written consent of the Indemnified applicable Selling Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditionedwithheld, withheld conditioned or delayed).