Common use of Third Party Claims Clause in Contracts

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 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. (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.

Third Party Claims. (i) With respect to any Third Party Claims, the The Indemnifying Party shall have the rightright to conduct, at its expense sole cost and at its electionexpense, the defense of a Third Party Claim, upon delivery of written notice to assume control of the negotiation, settlement and defense Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim through counsel of its choice reasonably acceptable to Notice (or sooner if 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice nature of the Third Party Claim or thirty days after so requires); provided that the indemnification obligation arises, failing 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 shall be deemed to have elected has not to assume assumed the defense of any such controlThird Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to assume 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 controlThird 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 informed and consulted entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to the negotiationa criminal proceeding, settlement action, indictment, allegation or defenses investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim and to retain counsel to act on its behalfClaim, but the fees and disbursements of such counsel shall be paid by (C) the Indemnified Party unless the Indemnifying Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a material conflict of interest between the Indemnifying Party and the Indemnified Party and a representation 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 both any of the Indemnifying Party foregoing circumstances and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If has nonetheless permitted the Indemnifying Party, having elected Party to assume control the defense of such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to assume such controlretain its own counsel, and the Indemnifying Party shall be bound by pay the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable and documented fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment one counsel (in addition to any Person (a "Third Party"required local counsel) 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) 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 The Indemnifying Party shall be responsible for paying any such Claim ornot, 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, (A) settle or compromise a Third Party Claim or consent to the entry of any order which consent shall does not be unreasonably withheldinclude an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, conditioned (B) settle or delayed, unless such compromise any Third Party Claim if the settlement provides solely for monetary damages imposes equitable or other non-monetary payments. (iii) The remedies or other obligations on the Indemnified Party and 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 cooperate fully with each other with respect be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to Third Party Claims andbe unreasonably conditioned, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretowithheld or delayed).

Third Party Claims. In order for a party (ithe "Indemnified Party") With respect to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand or written notice made by any third party against the Indemnified Party (a "Third Party ClaimsClaim") after the Closing Date, such Indemnified Party must notify the Indemnifying Party (the "Indemnifying Party") in writing of the Third Party Claim within 30 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided that the failure of any Indemnified Party to give timely notice shall not affect his right of indemnification hereunder except to the extent the Indemnifying Party has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall have the rightbe entitled, at its expense and at its electionif it so chooses, to assume control of the negotiation, settlement and defense of the Claim through thereof with counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered selected by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party (which counsel shall reimburse the Indemnified Party for all be reasonably satisfactory to the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control). If the Indemnifying Party elects to assume such controlassumes 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 be informed participate in such defense with counsel selected by it. The fees and consulted with respect to the negotiation, settlement or defenses disbursements of such counsel, however, shall be at the expense of the Indemnified Party; provided, however, that, in the case of any Third Party Claim and to retain of which the Indemnifying Party has not employed counsel to act on its behalfassume the defense, but the fees and disbursements of such counsel shall be paid by at the Indemnified Party unless the Indemnifying Party consents to the retention expense of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 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. (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.

Third Party Claims. (i) With The Indemnified Party agrees to give prompt notice in writing to the Indemnifying Party of the assertion of any claim by any third party (a “Third Party Claim”) in respect of which indemnity may be sought under such Section 6.10. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall be entitled to participate in the defense of any Third Party ClaimsClaim 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. (iii) 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 have obtain the right, at its expense and at its election, to assume control prior written consent 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control (which shall not be made within the latter of 90 days of receipt of notice of the Third Party Claim unreasonably withheld, delayed or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, conditioned) before entering into any settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but if the fees and disbursements of such counsel shall be paid by settlement does not release the Indemnified Party unless from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party. (iv) If the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having has elected to assume such control, thereafter fails to defend control the defense of a Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled to assume such control, and participate in the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If defense of any Third Party Claim is and to employ separate counsel of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 its choice 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. (ii) 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 claimedpurpose, in which case the Indemnifying Party fees and expenses of such separate counsel shall be responsible for paying any such Claim or, if paid borne by the Indemnified Party. (v) Each party hereto shall cooperate, reimbursing and cause their respective Affiliates to cooperate, in the Indemnified Party. Whether defense or not the Indemnifying Party assumes control of the negotiation, settlement or defense prosecution of any Third Party ClaimClaim and shall furnish or cause to be furnished such records, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Partyinformation and testimony, which consent shall not and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsreasonably requested in connection therewith. (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.

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”) With 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 ClaimsClaim. 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 rightright to participate in, at its expense and at its electionor by giving written notice to the Indemnified Party, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through counsel of its choice reasonably acceptable to Indemnifying Party’s expense and by the other party; providedIndemnifying Party’s own counsel, that it irrevocably agrees that and the Claim is covered by Section 8.1(b) or (c), as the case may beIndemnified Party shall cooperate in good faith in such defense. In such event, the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall reimburse have the Indemnified right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party for all Claim in the name and on behalf of the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and with counsel selected by it subject to retain counsel the Indemnifying Party’s right to act on its behalf, but control the defense thereof. The fees and disbursements of such counsel shall be paid by 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 unless that are different from or additional to those available to the Indemnifying Party consents to the retention Party; or (B) there exists a conflict of such counsel or unless the named parties to any action or proceeding include both interest between the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would that cannot be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partywaived, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by liable for the results obtained by reasonable fees and expenses of counsel to the Indemnified Party with respect 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. If any Third Party Claim is of a nature such that Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 6.06) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the written consent defending party, management employees of the Indemnified Party, which consent shall not non-defending party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (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 theretoClaim.

Third Party Claims. (ia) With 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 any the Third Party Claims, the Indemnifying Claim promptly after receipt by such Claiming Party shall have the right, at its expense and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after (a “Notice of Third Party Claim”); provided that failure to give such notification on a timely basis shall not affect the indemnification obligation arisesprovided 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, failing which 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 Indemnifying 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) 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 indemnify the Claiming Party from and against all Losses (to the 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 any time that the Defending Party reasonably believes that the Claiming Party has ceased to actively and diligently prosecute the defense of such Third Party Claim. Should a Defending Party so elect to assume the defense of a Third Party Claim, the Defending Party shall under no circumstances be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof; provided, that in the 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 same counsel to represent both the Claiming Party and the Defending Party, (B) the Defending Party fails to actively and diligently prosecute the defense of such Third Party Claim, (C) 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 is reasonably likely to result in an injunction or other equitable relief against the Claiming Party or, in the reasonable discretion of the 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 deemed liable to have elected not the Claiming Party for reasonable legal expenses of one legal counsel selected by the Claiming Party and reasonably satisfactory to assume such controlthe Defending Party subsequently incurred by the Claiming Party 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 Indemnifying Defending Party elects to assume assumes such controldefense, the Indemnified Claiming Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses of such Third Party Claim defense thereof and to retain employ counsel, at its own expense, separate from the counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid employed by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Defending Party, having elected to assume it being understood, however, that the Defending Party shall control such control, thereafter fails to defend defense so long as the Third Party Claim within does not involve a reasonable period of timeConflict, in which case the Indemnified Claiming Party shall be entitled to assume control such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 paymentdefense. If the amount of any liability of the Indemnified Defending 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 chooses 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. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, defend any Third Party Claim, then all the Indemnified parties shall cooperate in the defense or prosecution of such Third Party shall have Claim, including by retaining and, upon the exclusive right Defending Party’s request, providing to consentthe Defending Party all records and information which are reasonably relevant to such Third Party Claim, settle or pay and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Defending Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Defending Party shall not settle any Third Party Claim without obtain the prior written consent of the Indemnified Party, Claiming Party (which consent shall not be unreasonably withheldconditioned, 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 solely for monetary damages or other monetary payments. (iii) The Indemnified a full and general release of the Claiming Party from all liabilities and the Indemnifying Party shall cooperate fully with each other obligations with respect to such claim. If the Claiming Party assumes the defense of any Third Party Claims andClaim, regardless then the Claiming Party shall obtain the prior written consent of the Defending Party (which party has control thereof as provided for hereinshall not be unreasonably conditioned, shall keep each other reasonably advised withheld or delayed) before entering into any settlement or consenting to the entry of a judgment with respect theretoto 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) With 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 any Third Party Claims, be entitled to indemnification from the Indemnifying Party shall have the right, at its expense and at 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 under this Article 12 (c“Third-Party Claims”), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right promptly give notice thereof in writing to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and so notify the Indemnifying Party shall be bound by will not relieve the results obtained by the Indemnified Indemnifying Party from any liability hereunder with respect to the Third such Third-Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect , except to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsextent, the Indemnified Party may make such payment and the Indemnifying Party shall, subject only to the provisions of Section 8.1extent, Section 8.2 that such failure has actually 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 materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s 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 such Third-Party Claim. If the Indemnifying Party fails to does not so assume control of the defense ofin a timely manner, or having assumed (A) the Indemnified Party may assume and control the defense of such control fails to defend, any Third 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 the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be 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 have the exclusive right to consent, settle or pay the amount claimed, in which case reimburse the Indemnifying Party shall be responsible for paying any all costs incident to the defense of such Claim orThird-Party Claim, if 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). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, reimbursing accompanied by documentation reasonably substantiating the Indemnified Party. Whether or not costs and amounts therein claimed. (iii) If the Indemnifying Party assumes control of undertakes the negotiation, settlement or defense of any Third such Third-Party ClaimClaim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnifying Indemnified Party and its Affiliates are not entitled to (and shall not not) settle or release any Third such Third-Party Claim Claims without the written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (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.

Third Party Claims. (i) With respect to any If the indemnification sought pursuant hereto involves a claim made by a Third Party Claimsagainst the Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have be entitled to participate in the rightdefense of such Third Party Claim and, at its expense and at its electionif it so chooses, to assume control of the negotiation, settlement and defense of such Third Party Claim with counsel selected by the Claim through counsel Indemnifying Party. Should the Indemnifying Party so elect to assume the defense 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 eventa Third Party Claim, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of Party in connection with the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controldefense thereof. If the Indemnifying Party elects to assume assumes such controldefense, the Indemnified Party shall have the right to be informed represented in the defense thereof and consulted with respect to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be 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 the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the other party hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the negotiationIndemnifying Party of records and information which are reasonably relevant to such Third Party Claim, settlement and 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 defenses prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless which the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both may recommend and which by its terms (i) obligates the Indemnifying Party and to pay the Indemnified Party and a representation full amount 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 (liability in connection with such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within Claim, (ii) includes a reasonable period full release in favor of 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 the Third Party Claim. If , does not include any Third Party Claim is admission of a nature such that liability and contains reasonable provisions maintaining the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 confidentiality of the Indemnified Party under settlement, compromise or discharge, and (iii) does not impair the Third Party Claim in respect rights 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. (ii) 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 be 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 shall have assumed the negotiation, settlement or defense of any a Third Party Claim, the Indemnifying Indemnified Party shall not settle admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Partyconsent, which consent shall will not be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (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.

Third Party Claims. (i) With 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 (the "Third Party Claims") will be subject to the following terms and conditions: (A) Upon receipt of written notice of any Third Party ClaimsClaim asserted against, resulting from, imposed upon or incurred by the Indemnified Party, the Indemnifying Party will undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided, however, -------- ------- that the Indemnified Party shall have the right, right at its own expense to participate in the defense thereof and to employ counsel at its electionown expense to assist in such defense; and provided, further, that if the -------- ------- Indemnified Party has been advised in writing by such counsel that a conflict of interest exists between such Indemnified Party and the Indemnifying Party with respect to assume control of the negotiationsuch Third Party Claim, settlement and defense of the Claim through such Indemnified Party shall be entitled to select counsel of its choice reasonably acceptable to the other party; providedown choosing, 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 Indemnifying Party shall reimburse in which event the Indemnified Party for all shall be obligated to pay the Indemnified Party's reasonable out-of-pocket fees and expenses as a result of such assumptioncounsel. The election of the Indemnifying Party to assume In any such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controldefense, the Indemnified Party shall have the right right, but not the obligation, to be informed assert any and consulted with respect to the negotiation, settlement all cross claims or defenses of such counterclaims it may have. In case any Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the instituted involving any Person in respect of which indemnity may sought pursuant to this Article 10, such Indemnified Party unless shall promptly notify the Indemnifying Party consents to the retention in writing of such counsel or unless the named parties proceeding. No indemnification provided for in Section 10.1 above shall be available to any action or proceeding include both Person who shall fail to promptly give notice of a Third Party Claim as provided in the Indemnifying Party and immediately preceding sentence if the Indemnified Party and a representation Person to whom such notice was not given was unaware of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim to which such notice would have related and was materially prejudiced by the failure to receive such notice. (B) If within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, time 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. (ii) 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 be 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 written notice of any Third Party Claim, the Indemnifying Party shall not settle any 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. (C) Nothing in this Section 10.3 to the contrary, the Indemnifying Party will not, without the prior written consent of each Indemnified Party against whom a Third Party Claim is asserted, settle or compromise, any claim or consent to the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayedentry of any judgment relating to any such Third Party Claim, unless such settlement provides solely for settlement, compromise or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to each Indemnified Party against whom a Third Party Claim is asserted, a release from all Liabilities in respect of such Third Party Claim and does not result in the imposition on the Indemnified Party of any remedy other than monetary damages or other monetary payments. (iii) The Indemnified Party and up to the amount to be paid with respect to such claim by the Indemnifying Party shall cooperate fully with each other with respect pursuant to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoSection 10.1.

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”) With 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 ClaimsClaim 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 rightright to participate in, at its expense and at its electionor by giving written notice to the Indemnified Party, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through counsel of its choice reasonably acceptable to Indemnifying Party’s expense and by the other partyIndemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; 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 Indemnifying Party shall reimburse not have the right to defend or direct the defense of any such Third Party Claim that (x) the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party reasonably believes an adverse determination with respect to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim would be materially detrimental to or thirty days after materially injure the indemnification obligation arisesIndemnified Party’s reputation or future business prospects, failing which or (y) seeks an injunction or other equitable relief against the Indemnified Party, and the Indemnifying Party shall be deemed liable for the reasonable fees and expenses of counsel to have elected not to assume such controlthe Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. If In the event that the Indemnifying Party elects assumes the defense of any Third Party Claim, it shall have the right to assume take such controlaction as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and with counsel selected by it subject to retain counsel the Indemnifying Party’s right to act on its behalf, but control the defense thereof. The fees and disbursements of such counsel shall be paid by 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 unless that are different from or additional to those available to the Indemnifying Party consents to the retention Party; (B) there exists a conflict of such counsel or unless the named parties to any action or proceeding include both interest between the Indemnifying Party and the Indemnified Party and a representation of both Party; or (C) the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due claim for indemnification relates to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyarises in connection with any criminal or quasi criminal or regulatory proceeding, having elected to assume such controlaction, thereafter fails to defend the Third Party Claim within a reasonable period of timeindictment, the Indemnified Party shall be entitled to assume such controlallegation or investigation, and the Indemnifying Party shall be bound by liable for the results obtained by reasonable fees and expenses of counsel to the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that in each jurisdiction for which the Indemnified Party determines counsel is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 paymentrequired. 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. (ii) If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to assume control 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, or having assumed of such control fails to defend, any Third Party Claim, 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 have cooperate with each other in all reasonable respects in connection with the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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, 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 reasonably necessary for the preparation of the defense of such Third Party Claim. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle enter into settlement of 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. (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.

Third Party Claims. (i1) With respect to any Third Party Claims, the The Indemnifying Party shall have the right, right to conduct at its expense and at its electionthe defense of a Third Party Claim, upon delivery of notice to assume control of the negotiation, settlement and defense Indemnified Party (the "Defense Notice") within 20 days after the Indemnifying Party's receipt of the Claim through counsel of its choice reasonably acceptable to the other partyNotice; provided, that it irrevocably agrees provided that the Claim is covered by Section 8.1(b) or (c), as Defense Notice shall specify the case may be. In such event, counsel the Indemnifying Party shall reimburse will appoint to defend such Third Party Claim and acknowledge, without qualification, the right of the Indemnified Party to be indemnified for all the Indemnified Party's reasonable out-of-pocket expenses as a result of Losses incurred in connection with such assumptionThird Party Claim. The election of the Indemnifying Indemnified Party to assume such control shall be made within entitled to be indemnified for the latter reasonable fees and expenses of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing counsel for any period during which the Indemnifying Party shall be deemed to have elected has not to assume assumed the defense of any such controlThird Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to assume conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such controlassistance 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. (2) The Indemnifying Party shall not be informed and consulted entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to the negotiationa criminal proceeding, settlement action, indictment, allegation or defenses of such Third Party Claim and to retain counsel to act on its behalfinvestigation, but the fees and disbursements of such counsel shall be paid by (ii) the Indemnified Party unless the Indemnifying Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a material conflict of interest between the Indemnifying Party and the Indemnified Party and a representation with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of both any of the Indemnifying Party foregoing circumstances and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If has nonetheless permitted the Indemnifying Party, having elected Party to assume control the defense of such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled to assume such controlretain its own counsel, and the Indemnifying Party shall be bound by pay the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment one counsel (in addition to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partyrequired local counsel). (ii3) 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 The Indemnifying Party shall be responsible for paying any such Claim ornot, 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 (i) 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; (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or other obligations on the Indemnified Party, ; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of 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 shall of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments). (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.

Third Party Claims. (i) With 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 ClaimsClaim”) 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 rightdefense thereof and, at its expense and at its electionif it elects, to assume 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 negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other partyIndemnifying Party; provided, however, 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 Indemnifying Party shall reimburse not, except with the written consent of the Indemnified Party for (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 the Indemnified Parties of a full, unconditional and irrevocable 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's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is defense of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 be liable to the Indemnified Party for legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that 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 (it being understood that the Indemnifying Party shall control such defense), provided that the Indemnifying Party will pay the costs and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, a 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 without the written consent defense of which the Indemnifying Party has elected to control if the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless Party irrevocably waives its right to indemnity under this Article 12 and fully releases the Indemnifying Party with respect to such settlement provides solely for monetary damages or other monetary paymentsThird Party Claim. (iii) The Indemnified Party and All of the Indemnifying Party Parties shall cooperate fully with each other with respect to in the defense or prosecution of any Third Party Claims and, regardless Claim in respect of which party has control thereof indemnity may be sought hereunder and each Party (or a duly authorized representative of such 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 provided for herein, shall keep each other may be reasonably advised with respect theretorequested in connection therewith.

Third Party Claims. (i) With respect 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 (collectively, a “Third Party ClaimsClaim”) 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 extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as (a) the Indemnifying Party has acknowledged in writing to the Indemnified Party that it is liable to the Indemnified Party 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 have be entitled to participate in and assume the rightdefense thereof, at 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 expense and at its election, election so 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 eventthereof, the Indemnifying Party shall reimburse the not be liable to such Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses latter in connection with the defense thereof other than as a result 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 such assumptionPurchaser, or permit Purchaser to control or participate in any Tax contest or dispute involving Seller or any Affiliate of Seller other than the Company. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that it will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 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 the reasonable judgment of the Indemnified Party, a conflict of interest between it and the Indemnifying Party exists in respect of such Third Party Claim or thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim, and the Indemnifying Party shall be deemed to have elected not 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 controlclaim, 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 assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to assume participate in such control, defense with counsel of its choice at its sole cost and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claimexpense. If any Third Party Claim of the Control Conditions is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person not satisfied or becomes unsatisfied, (a "Third Party"x) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such payment 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, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, will reimburse the Indemnified Party promptly and periodically for the reasonable costs or defending against such payment. If Third Party Claim (including reasonable consultant, attorney and expert witness fees, disbursements and expenses), and (z) the amount of Indemnifying Party will remain responsible for any liability of losses the Indemnified Party under may suffer resulting from, arising out of, relating to, in the nature of, or caused by such 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 fullest extent provided in this Article 5. The Indemnifying Party. (ii) 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 be 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 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. (iii) The Indemnified Party and the Indemnifying 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 Third Party Claims andthe Indemnified Party, regardless a release from all liability in respect of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch claim.

Third Party Claims. (ia) With respect to any Third Party Claims, the The Indemnifying Party under this Article VIII shall have the right, at its expense and at its electionbut not the obligation, to assume control of the negotiationconduct and control, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; providedchoosing, that it irrevocably agrees that the Claim is covered by Section 8.1(b) any third party claim, action, suit or proceeding (ca "THIRD PARTY CLAIM"), as and the case Indemnifying Party may be. In such eventcompromise or settle the same, provided that the Indemnifying Party shall reimburse give the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of advance notice of the Third Party Claim any proposed compromise or thirty days after the indemnification obligation arisessettlement, failing which provided further that the Indemnifying Party shall be deemed to have elected 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 assume 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 controlaction 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 assume such control, control or conduct the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement defense or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is prosecution of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 nevertheless shall not settle have the right to participate in the defense or prosecution of any Third Party Claim without the written consent and, at its own expense, to employ counsel of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless its own choosing for such settlement provides solely for monetary damages or other monetary paymentspurpose. (iiib) The Indemnified 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 shall cooperate fully with each other with respect of records and information that are reasonably relevant to such Third Party Claims and, regardless Claim and (ii) the making available of which party has control thereof as employees on a mutually convenient basis for providing additional information and explanation of any material provided for herein, shall keep each other reasonably advised with respect theretohereunder.

Third Party Claims. (i) With respect 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 ClaimsClaim 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 have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe 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 control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume 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 eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's latter in connection with the defense thereof other than reasonable out-of-pocket expenses as a result costs of investigation or defending such portion of such assumptionThird 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. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such 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 thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which 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 deemed 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 to have elected not the extent commercially reasonable 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 assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and 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 liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse the (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (iii) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) 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 be 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 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. (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.

Third Party Claims. (i) With 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 any Third Party Claimsthe subject matter of such claim, demand or circumstance (the “Notice of Claim”). The Indemnifying Party shall have the right, at its expense and at its election, right (but not the obligation) to assume and 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such any Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If at the Indemnifying Party’s expense) counsel of its choice, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 reasonably acceptable to the Indemnified Party, to represent the Indemnified Party. Notwithstanding the Indemnifying Party’s election to appoint counsel to represent the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, in any Third Party Claim, the Indemnified Party shall have the exclusive right to consentemploy separate counsel, settle and the Indemnifying Party shall bear the reasonable fees, costs and expenses of 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 (10) days from the receipt of the Notice of Claim to notify the Indemnified Party whether or pay the amount claimed, in not it desires to defend such Third Party Claim failing which case the Indemnifying Party shall be responsible for paying any deemed to have waived such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Partyoption. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or The party assuming defense of any 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 Indemnifying Controlling Party shall not settle any 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 without the 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 paymentswith its own counsel and at its own expense. (iii) The Controlling Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of the Co-Party, provided that the Controlling Party shall (x) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (y) not encumber any of 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 the Indemnifying (z) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party shall cooperate fully with each other with respect to potentially affected by such Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

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”) With 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 ClaimsClaim. 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 rightright to participate in, at its expense and at its electionor by giving written notice to the Indemnified Party, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through counsel of its choice reasonably acceptable to Indemnifying Party’s expense and by the other partyIndemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; 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, if the Indemnifying Party is Seller, such Indemnifying Party shall reimburse not have the right to 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 Gaming Authority, criminal or quasi-criminal matter or (z) the Indemnified Party for all 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's reasonable out-of-pocket expenses as a result of such assumption. The election of In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to assume Section 8.5(b) it shall have the right to take such control shall be made within the latter of 90 days of receipt of notice of the action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim or thirty days after in the indemnification obligation arises, failing which name and on behalf of the Indemnifying Party shall be deemed to have elected not to assume such controlIndemnified Party. If the Indemnifying Party elects to assume such control, the The Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and with counsel selected by Indemnified Party (at its expense) subject to retain counsel the Indemnifying Party’s right to act on its behalf, but control the defense thereof. The fees and disbursements of such counsel shall be paid by 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 unless that are different from or additional to those available to the Indemnifying Party consents to the retention Party; or (B) there exists a conflict of such counsel or unless the named parties to any action or proceeding include both interest between the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would that cannot be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partywaived, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by liable for the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 single counsel 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. (ii) . If the 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 assume control 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, or having assumed of such control fails to defend, any 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 have cooperate with each other in all reasonable respects in connection with the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 5.3) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the written consent defending party, management employees of the Indemnified Party, which consent shall not non-defending party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (iii) The Third Party Claim. No Indemnified Party shall be entitled to recover under Article VIII unless a claim has been asserted by written notice, specifying the details of the alleged breach with reasonable particularity, the sections of this Agreement alleged to have been breached, a good faith estimate of the Losses claimed, and all 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 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 deemed to extend until such claim has been finally resolved).

Third Party Claims. If any lawsuit, enforcement action, demand or claim is brought or made by any other non-Affiliate Person (i) With respect to any a “Third Party ClaimsClaim”) 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 rightbe entitled, at its expense and at its electionif it so elects, to assume take control of the negotiation, settlement defense and defense investigation of the Third Party Claim through counsel and to employ and engage attorneys of its own choice reasonably acceptable to the other party; providedIndemnified Party to handle and defend the Third Party Claim, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, at the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption’s cost, risk and expense. The Any election of by the Indemnifying Party to assume such take control of the defense and investigation of a Third Party Claim shall not be made within deemed a waiver of the latter of 90 days of receipt of notice of Indemnifying Party’s right to determine at a later date that the Third Party Claim or thirty days after is not entitled to indemnification under this Agreement, in which case Indemnifying Party may, in the indemnification obligation arisesexercise of its sole discretion, failing which 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 deemed to have elected undertaken in a manner so as not to assume such controlmaterially prejudice the defense or the rights of the Indemnified Party. If The Indemnified Party shall cooperate with the Indemnifying Party elects so as to assume minimize the risk of any such controlprejudice. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of any 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 connection with the Third Party Claim, (b) affording access during normal business hours to the Indemnifying Party to, and reasonable retention by the Indemnified Party shall have the right to be informed of, records and consulted with respect information which are reasonably relevant to the negotiationThird Party Claim, settlement or defenses 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 under this Agreement. The Indemnified Party nevertheless may, at its own cost, participate in the investigation, trial and defense of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partyresulting appeal. (ii) 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 be 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 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. (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.

Third Party Claims. Promptly after receipt by any Purchaser Party or Company Party (iin either case, an “Indemnified Party”) With 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 Third Indemnified Party Claimsso 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 rightright to undertake, at conduct and control, the defense, conduct and settlement of such third party claim and the Indemnified Party shall provide its expense reasonable cooperation, including providing reasonable access to records and at its electionpersonnel, 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of in connection therewith. In any such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesAction, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the any Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the expense of such Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both (i) the Indemnifying Party and the Indemnified Party and a shall have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such Action within such ten (10) calendar day period, or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)them. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 The Indemnifying Party shall not settle be liable for any Third Party Claim settlement of any Action effected without the its written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The includes an unconditional release of such Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless from all liability arising out of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch Action.

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") With against such Indemnified Party with respect to any 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 ClaimsClaim 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 rightright to participate in, at its expense and at its electionor by giving written notice to the Indemnified Party, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through counsel of its choice reasonably acceptable to Indemnifying Party's expense and by the other party; providedIndemnifying Party's own counsel, that it irrevocably agrees that and the Claim is covered by Section 8.1(b) or (c), as the case may beIndemnified Party shall cooperate in good faith in such defense. In such event, the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall reimburse have the Indemnified right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party for all Claim in the name and on behalf of the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and with counsel selected by it subject to retain counsel the Indemnifying Party's right to act on its behalf, but control the defense thereof. The fees and disbursements of such counsel shall be paid by at the expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)Party. If the Indemnifying PartyParty elects not to compromise or defend such Third Party Claim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, promptly notify the Indemnified Party shall be entitled in writing of its election to assume such controldefend as provided in this Agreement, and or fails to diligently prosecute the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 defense of such difference to the Indemnifying Party. (ii) 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 may, subject to consentSection 8.05(b), settle pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any relating to 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 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. (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.

Third Party Claims. (ia) With 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 be entitled to assume the defense of any Third Party ClaimsClaim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume or continue to control of the negotiation, settlement and defense of the any Third Party 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(bif (i) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim relates to or thirty days after 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 obligation arisespursuant to Section 12.4, failing which (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 shall be deemed has failed or is failing to have elected 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 assume such control. indemnification pursuant to this ARTICLE XII. (c) If the Indemnifying Party elects 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 assume the Indemnified Party, from all Losses with respect to such controlThird Party Claim, (ii) 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 shall have the right (but not the obligation) to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; except that the fees, but the fees costs and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partythem. (iid) 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 The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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 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. (iii) The Indemnified Party and if the Indemnifying Party shall cooperate fully with each other with respect 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 withheld or delayed. (e) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claims and, regardless 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 which party has control thereof as provided for herein, the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 12.6 shall keep each other reasonably advised with respect theretobe given by the Seller acting on behalf of the Seller Indemnified Parties.

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at 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 bechoice. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 60 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesClaim, failing which the Indemnifying Party shall be deemed to have elected not to assume such controldo so. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 8.1(b) and Section 8.38.1(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 party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of 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 be 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 defenses of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless ; but then the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such settlement provides solely consent is not obtained for monetary damages or other monetary paymentsany reason. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims Claims, and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably fully advised with respect theretothereto (including supplying copies of all relevant documentation promptly as it becomes avail able).

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) With respect to any Third Party Claimsdescribe the nature, the Indemnifying Party shall have the right, at its expense facts and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice circumstances of the Third Party Claim in reasonable detail, (ii) state the estimated amount of the indemnifiable Loss that has been or thirty days after 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 obligation is claimed or arises, failing which . The Indemnitee shall provide the Indemnifying Party shall be deemed with such other information known to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement it or defenses of such Third Party Claim and to retain counsel to act on in its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") possession 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 as the Indemnifying Party shallmay reasonably request. The Indemnifying Party, subject at its sole cost and expense, will have the right, upon written notice to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand Indemnitee within 30 days (or such earlier time as may be required by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability nature of the Indemnified Third Party under Claim) of receiving a Third Party Claim Notice, to assume the defense of the Third Party Claim in respect through counsel reasonably satisfactory to the Indemnitee; provided, that the Indemnitee shall be entitled to retain its own counsel, at its expense, and the Indemnitee may assume control of which such payment was madethe defense of the Third Party Claim, as finally determinedif at the Indemnifying Party’s expense (i) upon the advice of Indemnitee’s counsel, is less than a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the amount which was paid by same counsel to represent both the Indemnifying Party to the Indemnified Partyand Indemnitee in connection with a Third Party Claim, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control diligently prosecute the defense of the defense ofThird Party Claim or (iii) such Third Party Claim (A) seeks non-monetary relief or (B) involves criminal or quasi criminal allegations, or having assumed such control fails to defendand, any provided further, that if the aggregate dollar amount of the Third Party Claim, the Indemnified together with all other Third Party shall have the exclusive right to consent, settle or pay the amount claimed, in Claims of which case the Indemnifying Party shall is aware or has received Third Party Claim Notices, and all costs and expenses reasonably estimated to be responsible for paying any such incurred in connection with the defense thereof, would exceed the 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 or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not with counsel of its choice upon written notice to the Indemnifying Party assumes control within 15 days of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any receiving a Third Party Claim without the 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 paymentsNotice. (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.

Third Party Claims. If any demand, claim, action or cause of action, suit, proceeding or investigation (i) With respect to any Third Party Claimscollectively, 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 rightoption to undertake, at its expense conduct and at its electioncontrol the defense of such claim or demand. Such option to undertake, to assume 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 negotiation, settlement and 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 through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered Claim. All costs and expenses incurred by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party's reasonable out-of-pocket expenses as a result of Party desires to participate in any such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim defense or thirty days after the indemnification obligation arisessettlement, failing which it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall be deemed entitled to have elected control the defense). The Indemnified Party shall not to assume such controlsettle the Claim. If the Indemnifying Party elects does not elect to assume such controlcontrol the defense of 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 shall have be entitled to undertake, conduct and control the right defense of the Claim (a failure by the Indemnifying Party to be informed and consulted with respect send the Defense Notice to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement shall be deemed to be an election by the Indemnifying Party consents not to control the retention defense of such counsel or unless the named parties to any action or proceeding include both Claim); provided, however, that the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would shall be inappropriate due entitled, if it so desires, to the actual or potential differing interests between them participate therein (it being understood that in such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of timecircumstances, the Indemnified Party shall be entitled to assume such control, and control the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claimdefense). If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Regardless of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party party has undertaken 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. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, 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 be 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 Claimclaim, the Indemnifying Party shall not settle any Third Party Claim may, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The of the Indemnified Party and 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 cooperate fully execute an agreement, in the form annexed hereto and made a part hereof as Exhibit “C”, acknowledging its liability for indemnification pursuant to this Article “10” of this Subdistribution Agreement. Whether the Indemnifying Party shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party and its counsel access, during normal business hours, to all relevant business records and other documents, and shall permit them to consult with 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 theretoits employees and counsel.

Third Party Claims. (i) With respect 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 ClaimsClaim 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 have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe 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 control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume 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 eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's latter in connection with the defense thereof other than reasonable out-of-pocket expenses as a result costs of investigation or defending such portion of such assumptionThird 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. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such 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 thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which 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 deemed 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 to have elected not the extent commercially reasonable 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 assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and 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 liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse the (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (iii) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) 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 be 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 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. (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.

Third Party Claims. (i) With respect to If any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at 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 Action is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the instituted against an Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the a Third Party which involves or appears reasonably likely to involve an Indemnification Claim within hereunder (a reasonable period of 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 the “Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 notice of any such Action, notify the difference Indemnifying Party 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 Third Party, pay extent (and only to the amount of extent) that such difference to failure has materially prejudiced the Indemnifying Party.. Seller will have the right, in its sole discretion, 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: (iia) If the Indemnifying Party fails if Seller elects to assume control of the defense of, or having assumed such control fails to defend, any settlement of a Third Party Claim, the Buyer Indemnified Party shall have or Buyer Indemnifying Party, as the exclusive right case may be, will be entitled to consent, settle participate in (but not control) the defense or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying settlement of any such Third Party Claim orand 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; (b) if paid by Seller elects not to control the Indemnified Party, reimbursing the Indemnified Party. Whether defense or not the Indemnifying Party assumes control settlement of the negotiation, settlement or defense of any a Third Party Claim, the Seller Indemnified Party or Seller Indemnifying Party, as the case may be, will be entitled to participate in the defense or settlement of any such Third Party Claim 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 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 be entitled to reimbursement for the fees and 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 shall controlling the defense or settlement of the Third Party Claim and counsel for such Indemnifying Party could not settle adequately represent the interests of such Indemnified Party; (d) 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 or settlement (unless otherwise agreed to in writing by the applicable Buyer Indemnified Party) if (i) the claim for indemnification, compensation or reimbursement relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the applicable Buyer Indemnified Party; (ii) the claim primarily seeks an injunction or equitable or any other non-monetary relief against the applicable Buyer Indemnified Party; or (iii) Seller fails to prosecute or defend such claim; (e) if the Indemnifying Party controls the defense or settlement of any Third Party Claim without against a Indemnified Party, the Indemnifying Party shall obtain the prior written consent of the Indemnified PartyParty before entering into any settlement of or consenting to the entry of any judgment with respect to such claim, which consent shall will not unreasonably be unreasonably 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 Indemnified Party a release from all Liability in respect of such settlement provides solely for Third Party Claim; (2) there is (A) no finding or 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 or other monetary payments.that shall be paid in full by the Indemnifying Party; and (iiif) The if the Indemnified Party and controls the defense or settlement of any Third Party Claim, (i) the Indemnifying Party shall cooperate fully with each other will be entitled to participate at its own cost in the defense or settlement of such Third Party Claim 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 Claims andClaim, regardless and (ii) the Indemnified Party shall obtain the prior written consent of which party has control thereof as provided for herein, shall keep each other reasonably advised the Indemnifying Party before entering into any settlement of or consenting to the entry of any judgment with respect thereto.to such Third Party Claim, which consent will not unreasonably be 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. (i1) With respect to any Third Party Claims, the The Indemnifying Party shall have the right, right to conduct at its expense and at its electionthe defense of a Third Party Claim, upon delivery of notice to assume control of the negotiation, settlement and defense Indemnified Party (the “Defense Notice”) within 20 days after the Indemnifying Party’s receipt of the Claim through counsel of its choice reasonably acceptable to the other partyNotice; provided, that it irrevocably agrees provided that the Claim is covered by Section 8.1(b) or (c), as Defense Notice shall specify the case may be. In such event, counsel the Indemnifying Party shall reimburse will appoint to defend such Third Party Claim and acknowledge, without qualification, the right of the Indemnified Party to be indemnified for all the Indemnified Party's reasonable out-of-pocket expenses as a result of Losses incurred in connection with such assumptionThird Party Claim. The election of the Indemnifying Indemnified Party to assume such control shall be made within entitled to be indemnified for the latter reasonable fees and expenses of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing counsel for any period during which the Indemnifying Party shall be deemed to have elected has not to assume assumed the defense of any such controlThird Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to assume conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such controlassistance 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. (2) The Indemnifying Party shall not be informed and consulted entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to the negotiationa criminal proceeding, settlement action, indictment, allegation or defenses of such Third Party Claim and to retain counsel to act on its behalfinvestigation, but the fees and disbursements of such counsel shall be paid by (ii) the Indemnified Party unless the Indemnifying Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a material conflict of interest between the Indemnifying Party and the Indemnified Party and a representation with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of both any of the Indemnifying Party foregoing circumstances and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If has nonetheless permitted the Indemnifying Party, having elected Party to assume control the defense of such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled to assume such controlretain its own counsel, and the Indemnifying Party shall be bound by pay the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment one counsel (in addition to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partyrequired local counsel). (ii3) 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 The Indemnifying Party shall be responsible for paying any such Claim ornot, 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 (i) 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; (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or other obligations on the Indemnified Party, ; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of 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 shall of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments). (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.

Third Party Claims. (a) 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 be entitled to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided, the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) With respect to any the Third Party ClaimsClaim relates to or arises in connection with 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 expense sole cost and at its electionexpense, to assume control of monitor the negotiation, settlement and defense of any Third Party Claim, the Claim through counsel defense of its choice reasonably acceptable which it is not entitled to the other party; provided, that it irrevocably agrees that the Claim is covered by assume or control pursuant to this Section 8.1(b) or 10.7. (c), as the case may be. In such event, ) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of 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) an unconditional release of each Purchaser Indemnified Party or thirty days after Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all liability with respect to such Third Party Claim, (ii) 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 ariseswith respect thereto, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, and (iii) the Indemnified Party shall have the right (but not the obligation) to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; provided, but that the fees fees, costs and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partythem. (iid) 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 The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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 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. (iii) The Indemnified Indemnifying Party and if the Indemnifying Party shall cooperate fully with each other with respect 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 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 Claims andClaim. 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, regardless 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 which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretothe Disclosure Letter.

Third Party Claims. (ia) With respect to any Third Party Claims, the The Indemnifying Party under this ARTICLE VI shall have the right, at its expense and at its electionbut not the obligation, to assume control of the negotiationconduct and control, 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 eventchoosing, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result defense of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesany third party claim, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlaction, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action suit or proceeding include both the Indemnifying Party and the Indemnified Party and (a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the “Third Party Claim”). If any Third Party Claim is Except with the prior written consent of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) If the Indemnifying Party fails to assume control of the defense of, may compromise or having assumed such control fails to defend, any settle a Third Party Claim, Claim that provides for injunctive or other non-monetary relief affecting the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing that does not completely release the Indemnified Party. Whether or not Should the Indemnifying Party assumes so elect to conduct and control of the negotiation, settlement or 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 any Third Party Claim for which the Indemnifying Party has assumed the defense hereunder without the written 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, which consent 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, the Indemnified Party shall have the full right to defend against such Third Party Claim and shall be unreasonably withheldentitled to settle or agree to pay in full such Third Party Claim and to recover any amounts paid plus all expenses incurred by the Indemnified Party (including attorneys’ fees) from the Indemnifying Party. The Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of such Third Party Claim and, conditioned or delayedat its own expense, unless to employ counsel of its own choosing for such settlement provides solely for monetary damages or other monetary paymentspurpose. (iiib) The Indemnified 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 shall cooperate fully with each other with respect of records and information that are reasonably relevant to such Third Party Claims and, regardless Claim and (ii) the making available of which party has control thereof as employees on a mutually convenient basis for providing additional information and explanation of any material provided for herein, shall keep each other reasonably advised with respect theretohereunder.

Third Party Claims. (ia) With 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 Third 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 Claimspursuant to Section 8.4(a), the Indemnifying Party shall will have the rightright to, at its expense subject to the provisions of this Section 8.4, assume the defense and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlClaims. If the Indemnifying Party elects to assume such controlthe defense of a Third Party Claim, the Indemnified Indemnifying Party shall have the right to be informed and consulted with respect select counsel reasonably acceptable to the negotiation, Indemnified Party; shall take all steps necessary in the defense or settlement or defenses of such Third Party Claim Claim; and to retain counsel to act on its behalf, but shall at all times diligently and promptly pursue the fees and disbursements resolution of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that In the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and event 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. (ii) If the Indemnifying Party fails to assume control of assumes the defense of, or having assumed such control fails to defend, any of a Third Party Claim, the Indemnified Party shall have the exclusive right but not the obligation to consent, settle or pay participate in the amount claimed, in which case defense of such Third Party Claim with its own counsel and at its own expense (provided that the Indemnifying Party shall be responsible for paying any pay the reasonable attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by such Claim orIndemnifying Party in connection with the defense of such Third Party Claim, if paid by (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such Third Party Claim, (iii) the Indemnifying Party’s counsel shall have advised the Indemnifying Party in writing, with a copy delivered to the Indemnified Party, reimbursing that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel, or (iv) such Third Party Claim seeks injunctive or equitable relief 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. Whether or Any election by an Indemnifying Party not to assume the defense of a Third Party Claim must be received by the Indemnified Party reasonably promptly following its 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 assumes control of in the negotiation, settlement or defense of any Third Party Claim, Claim defended by the Indemnifying Party. (c) The Indemnifying Party shall not settle be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim as to which the Indemnifying Party has assumed the defense in accordance with the terms of Section 8.4, without the 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, which consent shall such approval not to be unreasonably withheld, conditioned delayed or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsconditioned. (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.

Third Party Claims. Promptly after receipt by a SELLER Indemnified Party or a PURCHASER Indemnified Party (ian “Indemnified Party”) With of notice of any matter or the commencement of any action or claim by a third party in respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at 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 Indemnifying Party shall reimburse which the Indemnified Party for all the Indemnified Party's reasonable outintends to seek indemnification hereunder (a “Third-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlClaim”), the Indemnified Party shall have notify the right Party that may be obligated to be informed 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 not relieve it from any liability other than to the extent the Indemnifying Party is actually prejudiced by such failure. Within 15 days of receiving the above notice, effective upon written notice to the Indemnified Party, the Indemnifying Party must (i) assume the defense of such Third-Party Claim, (ii) confirm in writing its responsibility for all defense costs and consulted expenses, liabilities and obligations arising from such Third-Party Claim and (iii) demonstrate to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to the negotiation, settlement or defenses of such Third Third-Party Claim and its selection of counsel reasonably satisfactory to retain counsel to act on its behalfsuch Indemnified Party; provided, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them however, that: (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, i) the Indemnified Party shall be entitled to assume participate in the defense of such control, Third-Party Claim and to employ counsel of its own selection and at its own expense to assist in the handling of such matter or claim; (ii) the Indemnifying Party shall be bound by the results obtained by consult with the Indemnified Party prior to acting on major matters, and each Party shall provide the other Party with respect to all cooperation, documents and information reasonably requested by the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person other Party; and (a "Third Party"iii) 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 no 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. (ii) 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 be 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 Partyother Party in its sole discretion, which consent shall to the entry of any judgment or enter into any settlement that does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by each claimant or delayed, unless plaintiff to each Party of a full and complete release from all liability in respect of such settlement provides solely for monetary damages or other monetary paymentsThird-Party Claim. (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.

Third Party Claims. (ia) With respect In the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party ClaimsClaim”), the Indemnifying Party shall have Person or Persons entitled to indemnification hereunder (the right, at its expense and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the “Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of ”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses Party”) of such Third Party Claim and to retain counsel to act on its behalfthe claim of indemnification with respect thereto, but the fees and disbursements provided that failure of such counsel shall be paid by the Indemnified Party unless 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 provided that the Indemnifying Party consents confirms in writing that the subject matter set forth in the notice is subject to the retention of such counsel or unless the named parties to any action or proceeding include both indemnification by the Indemnifying Party and under the Indemnified Party and a representation applicable provisions of both this Article X, the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shallParties will, subject to the provisions of Section 8.110.5(c), Section 8.2 assume the defense and Section 8.3control of such Third Party Claim, after demand by but shall allow the Indemnified Party a reasonable opportunity to participate in the defense 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, reimburse then the Indemnified Party Indemnifying Parties shall be liable under this Article X for such payment. If the amount of any liability fees of the Indemnified Party under Party’s counsel and any other expenses related to the defense of such Third Party Claim in respect Claim. The Indemnifying Parties shall select counsel, contractors and consultants of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to 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, promptly after receipt and shall cause each of the difference from the Third Partyits Affiliates and representatives to, pay the amount of such difference to cooperate fully with the Indemnifying PartyParties in the defense of any Third Party Claim defended by the Indemnifying Parties. (iic) If the The Indemnifying Party fails Parties shall be authorized to assume control of the defense consent to a settlement of, or having assumed such control fails to defendthe entry of any judgment arising from, any Third Party 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 the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party shall have or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the exclusive right conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to consent, settle or pay the amount claimed, nonexclusive jurisdiction of any court in which case the Indemnifying a proceeding in respect of a Third-Party shall be responsible for paying Claim is brought against any such Claim or, if paid by the Superior Indemnified Party or Dynamic Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiationas applicable, settlement or defense for purposes of any Third claim that a Superior Indemnified Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the or Dynamic Indemnified Party, which consent shall not be unreasonably withheldas applicable, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other may have under this Agreement with respect to Third such proceeding or the matters alleged therein and agree that process may be served on a Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoto such a claim anywhere in the world.

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 (ia “Third Party Claim”), the Indemnified Party shall give written notice (the “Third Party Claim Notice”) With respect 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 “Third 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 its receipt of the Third Party Claim 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 if the Indemnifying Party 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 by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be 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 will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim, and all costs or expenses incurred by it at the request of the Indemnifying Party shall 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 reasonably believes to be necessary or appropriate to protect its interests due to the failure of 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 ClaimsClaim conducted by the Indemnifying Party pursuant to this Section 10.4(a). Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume control of the negotiation, settlement and such defense of the Claim through counsel of its choice reasonably acceptable (unless otherwise agreed to the other party; provided, that it irrevocably agrees that the Claim is covered in writing by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control ) and shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but pay the fees and disbursements expenses of such counsel shall be paid retained by the Indemnified Party unless if (i) the Indemnifying claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a conflict of interest between the Indemnifying Party and the Indemnified Party and a representation of both Party; or (iv) the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due failed or is failing to the actual vigorously prosecute or potential differing interests between them (defend such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partyclaim. (ii) 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 be 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 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. (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.

Third Party Claims. (ia) With 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 ClaimsClaim 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 Indemnifying 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, at its expense and at its electionby 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 negotiationdefence, compromise or 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 Third Party Claim. (c), as ) Upon the case may be. In such event, assumption of control of any Third Party Claim by the Indemnifying Party as contemplated by Subsection 6.6(b), the Responding Party shall reimburse diligently proceed with the Indemnified defence, compromise or settlement of the Third Party for all Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party's 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 a result in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the Claiming Party to conduct such assumptiondefence. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Claiming Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defence of any Third Party Claim at its own expense and no Third Party Claim shall be settled, compromised or otherwise disposed of without the prior written consent of the Claiming Party, such consent not to be unreasonably withheld or 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 and to retain counsel to act or unless a final judgment from which no appeal may be taken by or on its behalf, but behalf of the fees and disbursements Responding Party is entered against the Claiming Party in respect of such counsel shall be paid by Third Party Claim. (d) If the Indemnified Responding Party unless the Indemnifying Party consents fails to give written notice to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Claiming Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party as contemplated by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defensesSubsection 6.6(b). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Claiming Party shall be entitled to assume make such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to settlement of the Third Party Claim, or 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 is of and proposes to settle it prior to a nature such that the Indemnified Party is required by applicable Law final judgment thereon or to make a payment to forego any Person (a "Third Party") appeal with respect to thereto, then the Third Claiming Party Claim before shall give the completion of settlement negotiations or related legal proceedingsResponding Party prompt written notice thereof, 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. (ii) 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 Responding Party shall have the exclusive right to consent, settle or pay participate in the amount claimed, in which case the Indemnifying Party shall be 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 assume or reassume the defence of any such Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the 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. (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.

Third Party Claims. (ia) With respect to any In the case of a claim, action, suit or proceeding by a third party (a “Third Party ClaimsClaim”) as to which indemnification is sought by an Indemnified Party, the Responsible Party shall have ninety (90) days after receipt of the Claim Notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, and 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, the fees and expenses of counsel chosen by the Representative shall be paid using the funds in the Escrow Account, and the Indemnified Party shall have the right to participate in but not control such defense through counsel chosen by such Indemnified Party; provided that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided further, however, 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, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall have be liable for the right, at its expense reasonable fees and at its election, to assume control expenses of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; providedIndemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, 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 Indemnifying Party shall reimburse the Indemnified Party 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's reasonable out-of-pocket expenses . So long as a result of the Responsible Party is reasonably contesting any such assumption. The election claim in good faith, the Indemnified Party shall not pay or settle any such claim except with the prior written consent of the Indemnifying Responsible Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected (not to assume such controlbe unreasonably withheld, conditioned or delayed). If Notwithstanding the Indemnifying Party elects to assume such controlforegoing, the Indemnified Party shall have the right to be informed and consulted with respect 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 negotiationResponsible Party or from the Escrow Account, settlement or defenses of as the case may be, for such Third claim. If the Responsible Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by does not notify the Indemnified Party unless within ninety (90) days after the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Claim Notice that it elects to undertake the defense thereof or is otherwise prohibited from the Third Party, pay the amount of such difference doing so pursuant to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claimterms hereof, the Indemnified Party shall have the exclusive right to consentcontest, settle or pay compromise the amount claimed, in which case the Indemnifying claim without consent and shall not thereby waive any right to indemnity pursuant to this Agreement. The Responsible Party shall be responsible for paying any such Claim ornot, if paid by except with 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 written consent of the Indemnified Party, which 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 shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsto the entry of any judgment. (iiib) The Indemnified Party and the Indemnifying Party Parties shall cooperate fully with each other with respect to in all reasonable respects in the investigation, trial and defense of any Third Party Claims andClaim and any appeal arising therefrom and shall furnish such records, regardless 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 party has control thereof as being 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 for herein, hereunder. The parties shall keep cooperate with each other reasonably advised with respect theretoin any notifications to insurers.

Third Party Claims. (ia) With 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 Third other Section of this Agreement (collectively, a “Third-Party ClaimsClaim”), 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 have notify the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel Indemnitee 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, election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumptionspecify any reservations or exceptions to its defense. The election of the After notice from an Indemnifying Party to assume such control shall be made within the latter an Indemnitee of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not its election to assume the defense of a Third-Party Claim, such control. If the Indemnifying Party elects to assume such control, the Indemnified Party Indemnitee shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim employ separate counsel and to retain counsel to act on its behalfparticipate in (but not control) the defense, compromise, or settlement thereof, but the fees and disbursements expenses of such counsel shall be paid by the Indemnified Party unless expense of such Indemnitee; provided, however, in the event that (i) the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having has elected to assume such control, thereafter fails to defend the Third defense of the Third-Party Claim within a reasonable period of timebut 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 Indemnified Party reasonable fees and expenses of one separate counsel for all Indemnitees shall be entitled to assume such control, and the Indemnifying Party shall be bound borne by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (iic) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in Section 8.04(b), such Indemnitee may defend such Third-Party Claim at the cost and expense of the Indemnifying Party. Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the Indemnifying Party fails at the actual rates charged by counsel. (d) Unless the Indemnifying Party has failed to assume control the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the 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 of, thereof or having assumed that such control fails to defend, any Third 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, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the no Indemnifying Party shall be responsible for paying consent to entry of any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether judgment or not the Indemnifying Party assumes control enter into any settlement of the negotiationThird-Party Claim without the consent of the Indemnitee if the effect thereof is (i) to permit any injunction, settlement declaratory judgment, other order or defense of other non-monetary relief to be entered, directly or indirectly, against any Third Party ClaimIndemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such defense. (f) Notwithstanding the foregoing, the Indemnifying Party shall not settle any Third Party Claim not, without the prior written consent of the Indemnified PartyIndemnitee, settle or compromise any Third-Party Claim or consent to the entry of any judgment which consent shall does not be unreasonably withheld, conditioned include as an unconditional term thereof the delivery by the claimant or delayed, unless plaintiff to the Indemnitee of a written release from all Liability in respect of such settlement provides solely for monetary damages or other monetary paymentsThird-Party Claim. (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.

Third Party Claims. (i) With respect to A JEA Indemnified Party shall promptly notify Service Provider of the assertion of any Third Party ClaimsClaim against it for which it is entitled to be indemnified hereunder, shall give Service Provider the Indemnifying 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 shall have the rightClaim and to defend or settle any such claim, at in its expense and at its electionsole discretion, to assume control of the negotiation, settlement and defense of the Claim through with counsel of its choice 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 other party; providedJEA Indemnified Parties. Notwithstanding the foregoing, 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the each JEA Indemnified Party shall have the right to be informed and consulted with respect to the negotiationemploy its own separate counsel in connection with, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfparticipate in (but, except as provided below, not control) the defense of, such claim, but the fees and disbursements expenses of such counsel incurred after notice to Service Provider of its assumption of the defense thereof shall be paid by at the expense of such JEA Indemnified Party unless unless: (1) the Indemnifying employment of counsel by such JEA Indemnified Party consents 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 such JEA Indemnified Party in the conduct of the defense of such claim; or (3) Service Provider shall not in fact have employed counsel reasonably acceptable to the retention JEA Indemnified Party to assume the defense of such counsel or unless claim within twenty (20) days following the named parties to any action or proceeding include both receipt by Service Provider of the Indemnifying Party and notice from the JEA Indemnified Party regarding the assertion of the applicable claim, in each case the fees and a representation expenses 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 (for such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the JEA Indemnified Party shall be entitled to assume such controlat the expense of Service Provider; provided, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party however, that, with respect to clauses (2) and (3) of this sentence, Service Provider shall not be obligated to pay the Third Party Claim. If any Third Party Claim is fees and expenses of a nature more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such that the JEA Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") Parties with respect to any claims arising out of the Third Party Claim before same events or facts or the completion same series of settlement negotiations events or related legal proceedingsfacts. Service Provider shall not be entitled, without the Indemnified Party may make consent of 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 JEA Indemnified Party, reimburse to assume or control the Indemnified Party for such payment. If the amount defense of any liability of the Indemnified Party under the Third Party Claim in respect of claim as to which counsel to 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. (ii) 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 JEA Indemnified Party shall have reasonably made the exclusive right to consent, settle or pay conclusion that there may be a conflict on any significant issue between Service Provider and such JEA Indemnified Party in the amount claimed, in which case the Indemnifying Party shall be 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 conduct of the negotiation, settlement or defense of any Third Party Claimsuch claim as set forth in clause (ii) above, provided that the Indemnifying Party foregoing limitation shall not settle any Third Party Claim without the 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. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other apply only with respect to Third Party Claims andthose issues for which there may be such a conflict. These indemnification provisions are for the protection of the JEA Indemnified Parties only and shall not establish, regardless of which party has control thereof as provided for hereinthemselves, any liability to third parties. The provisions of this Section 8.2 shall keep each other reasonably advised with respect theretosurvive termination or expiration of this Agreement.

Third Party Claims. (a) The Indemnifying Party shall be entitled to participate in the defense 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 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 (i) With the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to any the Third Party ClaimsClaim 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 (which 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 in writing of its election to defend such Third Party Claim) within thirty (30) days of the Indemnifying Party’s receipt of notice of such Claim, then the Indemnified Party may notify the Indemnifying Party 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, at its expense and at its election, right to assume the defense of such Claim. (c) If the Indemnifying Party shall assume the control of the negotiation, settlement and defense of any Third Party Claim in accordance with the Claim through counsel provisions of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by this Section 8.1(b) or (c), as the case may be. In such event9.05, the Indemnifying Party shall reimburse obtain the prior written consent of the Indemnified Party for 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 the settlement imposes injunctive or other equitable relief against, or any other adverse effect on, the Indemnified Party's reasonable out-of-pocket . (d) The Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses as a result of such assumption. The election of separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to assume such the date the Indemnifying Party assumes control shall be made within of the latter of 90 days of receipt of notice defense of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a (ii) if 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 create a conflict of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partyinterest. (ii) 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 be 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 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. (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.

Third Party Claims. (i1) With If any third party shall notify either party (the “Indemnified Party”) with respect to any matter (a “Third Party ClaimsClaim”) 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 will have the right, right at its expense and at its election, any time to assume control of and thereafter conduct the negotiation, settlement and defense of the Third Party Claim through with counsel of its choice reasonably acceptable satisfactory to the other partyIndemnified Party; provided, however, 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected will not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect consent to the negotiation, entry of any judgment or enter into any settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before without 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 prior written consent of the Indemnified Party under (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 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. (ii) 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 be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing and that would not otherwise adversely affect the Indemnified Party. Whether or not Notwithstanding the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claimforegoing, the Indemnifying Party shall not settle be entitled to assume the defense of any Third Party Claim (and shall be 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 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 shall be entitled to assume the defense of the portion relating to money damages. (3) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. Notwithstanding the above, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall Indemnifying Party (not to be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsdelayed unreasonably. (iii4) The Indemnified party defending a Third Party Claim shall conduct the defense actively and the Indemnifying Party diligently, and all parties shall cooperate fully 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 each other with respect to Third Party Claims and, regardless the defense of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch claim and litigation resulting there from.

Third Party Claims. Promptly after receipt by any Purchaser Party or Company Party (iin either case, an “Indemnified Party”) With 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 Third Indemnified Party Claimsso 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 rightright to undertake, at conduct and control, the defense, conduct and settlement of such third party claim and the Indemnified Party shall provide its expense reasonable cooperation, including providing reasonable access to records and at its electionpersonnel, 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of in connection therewith. In any such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesAction, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the any Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the expense of such Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both (i) the Indemnifying Party and the Indemnified Party and a shall have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such Action within such thirty (30) calendar day period, or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)them. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 The Indemnifying Party shall not settle be liable for any Third Party Claim settlement of any Action effected without the its written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The includes an unconditional release of such Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless from all liability arising out of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch Action.

Third Party Claims. 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 conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, of the settlement or defense thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, that (i) With respect the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party and (ii) 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 fees and expenses of counsel retained by the Indemnified Party if (i) 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 or (ii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to employ separate counsel in any Third such action or 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 Claims, unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the right, at its expense and at its electionIndemnified Party of the existence of such claim as provided in the preceding sentence, to assume control of the negotiation, settlement and defense of such claim, (y) the Claim through employment of such counsel of its choice reasonably acceptable to has been specifically authorized in writing by the other party; providedIndemnifying Party, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as z) the case may be. In named parties to any such event, action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall reimburse have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party for all 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's reasonable out-of-pocket expenses . So long as a result of such assumption. The election of the Indemnifying Party to assume is reasonably contesting any such control shall be made within claim in good faith, the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Indemnified Party shall be deemed to have elected not to assume pay or settle any such controlclaim. If Notwithstanding the Indemnifying Party elects to assume such controlforegoing, the Indemnified Party shall have the right to be informed and consulted with respect pay or settle any such claim, provided that in such event it shall waive any right to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid indemnity therefor by the Indemnified Indemnifying Party for such claim unless the Indemnifying Party consents shall have consented to the retention of such counsel payment 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)settlement. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, does not notify the Indemnified Party shall be entitled to assume such control, and within thirty (30) days after the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is receipt of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 ’s notice of any liability a claim 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 indemnity hereunder that it elects 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. (ii) If the Indemnifying Party fails to assume control of undertake the defense of, or having assumed such control fails to defend, any Third Party Claimthereof, the Indemnified Party shall have the exclusive right to consentcontest, settle or pay compromise the amount claimed, in which case the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall be responsible for paying any such Claim ornot, if paid by except with 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 written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned 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 delayed, unless persons asserting such settlement provides solely for monetary damages claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or other monetary payments. (iii) consent to entry of any judgment. The Indemnified Indemnifying Party and the Indemnifying Indemnified Party shall cooperate fully with each other in all reasonable respects in connection with respect the defense of any claim, including making available records relating to Third such claim and furnishing, without expense to the Indemnifying Party Claims andand/or its counsel, regardless such employees of which party has control thereof the Indemnified Party as provided may be reasonably necessary for herein, shall keep each other reasonably advised with respect theretothe preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Third Party Claims. (i) With respect to any 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 ClaimsClaim"), the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the 15 days (or such shorter period if an answer or other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) response or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted filing with respect to the negotiation, settlement or defenses pleadings served by the third party is required prior to the 15th day) after the date of such Third receipt by the Indemnifying Party of the Notice of Claim and (the "Notice Date") to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by notify the Indemnified Party unless in writing of the election by the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 on behalf 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. (ii) If the Indemnifying Party fails elects to assume control 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 ofof 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, or having assumed such control fails which shall not be unreasonably withheld. (iv) If the Indemnifying Party elects to defend, any defend a Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay participate in the amount claimed, in which case the Indemnifying Party shall be 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 defense of the negotiation, settlement or defense of any 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 shall not settle any Third Party Claim without if: (A) the written consent use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless Party would present such settlement provides solely for monetary damages or other monetary payments. counsel with a conflict of interest; (iiiB) The the parties to such proceeding include both the Indemnified Party and 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; (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 cooperate fully with each other with respect 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 Claims andClaim, regardless 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 have hereunder, at the sole and exclusive expense of which party has control thereof as provided for hereinthe Indemnifying Party, defend such Third Party Claim. However, such expenses shall keep each other reasonably advised be payable by the Indemnifying Party only if and when such Third Party Claim 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 theretosuch Third Party Claim) shall reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnifying Party.

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 and that is not an SBA Claim (ia “Third Party Claim”) With against such Indemnified Party with respect to which the Indemnified Party is entitled to seek indemnification hereunder, the Indemnified Party shall give the Indemnifying Party written notice thereof as promptly as reasonably practicable, but in any event no later than ten (10) days after receiving notice thereof (the “Indemnification Notice”). The failure to give such Indemnification 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 Indemnification Notice shall describe the Third Party ClaimsClaim 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, at its expense and at its electionright by giving written notice to the Indemnified Party within thirty (30) days of receipt of such Indemnification Notice, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, such counsel of its choice to be 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election Pending receipt of the Indemnifying Party Party’s response to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlIndemnification Notice, the Indemnified Party shall have the right may take any action that it reasonably deems to be informed and consulted with respect to the negotiation, settlement necessary or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 appropriate with respect to the Third Party Claim, including the filing of an answer in accordance with applicable Laws, regulations and rules. If any the Indemnifying Party assumes the defense of a Third Party Claim, each Indemnified Party shall have the right (but not the duty) to employ separate counsel in such Third Party Claim is and participate in the defense thereof, but the fees and expenses of a nature such that counsel shall be at the expense of the Indemnified Party is required by applicable Law unless: (i) the Indemnifying Party has agreed to make a payment pay such expenses; (ii) the Indemnifying Party has failed to assume the defense within the thirty (30) day period specified above; or (iii) the named parties to any Person (a "Third Party") with respect to the such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the (including any impleaded parties) include any Indemnified Party may make such payment and the Indemnifying Party shallor its Affiliate, subject and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the provisions Indemnifying Party or such Affiliate or (y) a conflict of Section 8.1interest may exist if such counsel represents such Indemnified Party and the Indemnifying Party or its Affiliate; provided, Section 8.2 and Section 8.3that, after demand by if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel in the circumstances described in clauses (ii) or (iii) above, or the Indemnifying Party has agreed to pay the Indemnified Party’s expenses of counsel as described in clause (i) above, reimburse such counsel to the Indemnified Party for such payment. If shall be at the amount expense 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. (ii) . If the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) day period specified above in writing of its election to assume control of the defense ofof a Third Party Claim as provided in this Agreement, the Indemnified Party may, subject to Section 8.05(b), pay, compromise or having assumed defend such control fails Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to defend, any such Third Party Claim, subject to the limitations set forth in this Article VIII; provided, however, that any failure of the Indemnifying Party to notify the Indemnified Party of its election to assume such defense shall have not prohibit the exclusive right Indemnifying Party from subsequently electing to consent, settle or pay the amount claimedassume such defense, in which case the Indemnifying Indemnified Party shall no longer be responsible for paying any able to settle or compromise such Claim or, if paid by Third Party Claim. Sellers and Buyers shall cooperate with each other in all reasonable respects in connection with 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, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 6.04) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual reasonable out-of-pocket expenses) to the written consent defending party, management employees of the Indemnified Party, which consent shall not non-defending party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (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 theretoClaim.

Third Party Claims. Section 7.3.1 If a claim, action, suit or other proceeding by a third party (i) With respect to any a “Third Party ClaimsClaim”) is made against any Person entitled to indemnification or reimbursement pursuant to Section 7.2 (an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity or reimbursement with respect thereto under this Article VII, such Indemnified Party shall promptly provide written notice to the party obligated to indemnify such Indemnified Party (such notified party, the Indemnifying “Responsible Party”) of such claims; provided, that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. Such notice shall provide in reasonable detail, to the extent known, the basis of such claim (with reference to the specific provision of this Agreement) under which indemnification or reimbursement is sought pursuant to Section 7.2 and enclose true, correct and complete copies of any written document furnished to the Indemnified Party by the Person that instituted the Third Party Claim. Section 7.3.2 The Responsible Party shall have the rightright to elect to control the defense or prosecution of any Third Party Claim in respect of which indemnity or reimbursement may be sought hereunder and shall furnish to the Indemnified Party such records, at its expense information and at its electiontestimony, and shall permit such Indemnified Party the opportunity to attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested by such Indemnified Party in connection therewith. Section 7.3.2.1 The Responsible Party shall have twenty (20) days the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder to assume control of the negotiationconduct and control, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other partyIndemnified Party at the expense of the Responsible Party (it being understood and agreed by Seller that Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP is deemed reasonably acceptable counsel), of the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; 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 Indemnifying Responsible Party shall reimburse permit the Indemnified Party for all to participate in such settlement or defense through counsel chosen by such Indemnified Party, it being understood and agreed that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided, however, such fees and expenses of the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control counsel shall be made borne by the Responsible Party if in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between such Indemnified Party and such Responsible Party that would make separate representation advisable. Section 7.3.2.2 If the Responsible Party does not notify the Indemnified Party within the latter of 90 days of receipt of notice of the Third Party Claim or thirty twenty (20) days after the indemnification obligation arises, failing which receipt of the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party Indemnified Party’s notice of a claim of indemnity hereunder that it elects to assume such controlundertake the defense thereof, the Indemnified Party shall have the right to be informed contest, settle or compromise the claim but shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement. Section 7.3.2.3 If the Responsible Party elects not to assume the defense thereof, fails to timely and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by properly notify the Indemnified Party unless of its election as herein provided, or, at any time after assuming such defense, fails to diligently defend against such Third-Party Claim in good faith, or if such Indemnified Party is otherwise entitled pursuant to this Agreement to have control over the Indemnifying defense of any Third-Party consents Claim, such Indemnified Party may, at such Responsible Party’s expense, pay, defend, settle, or compromise such asserted claim (but such Responsible Party shall nevertheless be required to pay in accordance with this Agreement any Losses incurred by such Indemnified Party in connection with such payment, defense, settlement, or compromise thereof which are indemnifiable in accordance with this Article VII). Section 7.3.2.4 Notwithstanding anything herein to the retention of such counsel or unless contrary, the named parties Responsible Party shall not be entitled to any action or proceeding include both the Indemnifying Party have sole control over (and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeif it so desires, the Indemnified Party shall be entitled to assume have sole control over) the defense, settlement, adjustment, or compromise of (but such control, and the Indemnifying Responsible Party shall nevertheless be bound by the results obtained required to pay in accordance with this Agreement all Losses incurred by the Indemnified Party in connection with respect the defense, settlement, or compromise thereof) (i) any Third-Party Claim that primarily seeks an order, injunction or other equitable relief against any Indemnified Party or any of its Affiliates, (ii) any Third-Party Claim that is reasonably expected to result in damages greater than 120% of the Third Party Claim. If any Third amount of the Indemnity Escrow Funds, (iii) the Third-Party Claim is on behalf of a nature Material Customer, and (iv) any criminal proceeding, indictment or allegation. Section 7.3.2.5 No Responsible Party will, without the prior written consent of each such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse settle or compromise or consent to the Indemnified Party for such payment. If the amount entry of any liability of the Indemnified Party under the judgment in any Third Party Claim in respect of which indemnification may be sought hereunder (whether or not any such payment was madeIndemnified Party is a party to such action), as finally determinedunless such settlement, is less than the amount which was paid compromise or consent by the Indemnifying its terms obligates such Responsible Party to pay the Indemnified Party, the Indemnified Party shall, promptly after receipt full amount of the difference Losses in connection with such Third-Party Claim and includes an unconditional release of all such Indemnified Parties from the Third Party, pay the amount all liability arising out of such difference to the Indemnifying Party. (ii) 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 be 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 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. (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.

Third Party Claims. (i) With respect to any In the case of a Third Party ClaimsClaim, the each Indemnifying Party shall have the right, at its expense and at its electionexpense, to participate in or assume control of the negotiation, settlement and defense or defence of the Claim through counsel of its choice reasonably acceptable Claim. If any such Indemnifying Party elects to the other party; providedassume such control, 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 Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket expenses incurred as a result of such participation or assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defence of such Third Party Claim and to retain counsel to act on its behalf, but provided that the reasonable and properly incurred fees and disbursements of such counsel shall be paid by the Indemnified Party unless the any such Indemnifying Party consents to the retention of such counsel at its expense or unless the named parties to any action or proceeding include both the such Indemnifying Party and the Indemnified Party and a representation of both the such 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 defensesdefences). The Indemnified Party shall cooperate with any such Indemnifying Party as to permit such Indemnifying Party to conduct such negotiation, settlement and defence and for this purpose shall preserve all relevant documents in relation to the Third Party Claim, allow such Indemnifying Party access on reasonable notice and take copies of all such documents and require its personnel to provide such statements as such Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of the Third Party Claim. The respective parties, subject to court or other applicable rules or legislation on disclosure, shall make the other aware of any and all documentation information and/or other matters within their actual knowledge which may be reasonably relevant to such Claim and/or the extent of loss arising in connection with such Claim. If the Indemnifying Party, having elected to assume such controlcontrol of the negotiation, settlement or defence of the Third Party Claim, any Indemnifying Party thereafter fails to defend the Third Party Claim within a conduct such negotiation, settlement or defence with reasonable period of timediligence and/or expedition, the then such Indemnified Party shall be entitled to assume such control, control and the such Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the such Third Party Claim. If any Third Party Claim is of a nature such that (i) the Indemnified Party is required by applicable Law law or the order of any court, tribunal or regulatory body having jurisdiction, or (ii) it is necessary in the reasonable view of the Indemnified Party acting in good faith and in a manner consistent with reasonable commercial practices, in respect of (A) a Third Party Claim by a customer relating to products or services supplied by either Company or (B) a Third Party Claim relating to any Material Contract which is necessary to the ongoing operations of either Company or any material part thereof in order to avoid material damage to the relationship between the Indemnified Party and any of such Company's or the Indemnified Party's major customers or to preserve the rights of such Company or the Indemnified Party under such a Material Contract, to make a reasonable and proper payment to any Person person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the case may be, then the Indemnified Party may make such payment (after giving reasonable notice appropriate in the circumstances of intention to do so) and the each Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, promptly after demand by the Indemnified Party, reimburse the Indemnified Party for of such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the any such 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 such Indemnifying Party. (ii) . If the Indemnifying Party fails to assume control such a payment, by resulting in settlement of the defense of, or having assumed such control fails to defend, any Third Party Claim, precludes a final determination of the merits of the Third Party Claim and the Indemnified Party shall have and any such Indemnifying Party are unable to agree whether such payment was unreasonable in the exclusive right circumstances having regard to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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 and merits of the negotiation, settlement or defense of any Third Party Claim, then such dispute shall be referred to and finally settled by a binding arbitration under the Indemnifying Party shall not settle any Third Party Claim without the 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 paymentsArbitration Act 1900. (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.

Third Party Claims. The Indemnified Party shall promptly notify ------------------ the Indemnifying Party of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Party's indemnification obligations could apply and shall give the Indemnifying Party a reasonable opportunity to defend the same at its expense and with counsel of its own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) With respect the Indemnified -------- Party shall at all times also have the right to any Third fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party Claimsand the Indemnifying Party, the Indemnifying Party shall not have the right, at its expense and at its election, right to assume control such defense on behalf of such Indemnified Party and (iii) the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable failure 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, so notify the Indemnifying Party shall reimburse not relieve the Indemnified Indemnifying Party for all from any liabilities that it may have hereunder or otherwise, except to the Indemnified Party's reasonable out-of-pocket expenses as a result of extent that such assumption. The election failure so to notify the Indemnifying Party materially prejudices the rights of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlParty. If the Indemnifying Party elects shall, within a reasonable time after such notice, fail to assume such controldefend, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfright, but not the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents obligation, to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) If the Indemnifying Party fails to assume control of undertake the defense of, and to compromise or having assumed such control fails to defendsettle the claim or other matter on behalf, any Third Party Claim, for the Indemnified Party shall have account and at the exclusive right to consent, settle or pay the amount claimed, in which case risk and expense of the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not Except as provided in the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claimpreceding sentence, the Indemnifying Party shall not compromise or settle any Third Party Claim the claim or other matter without the written consent of the Indemnified Party. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The the Indemnified Party shall make available all information and assistance that the Indemnifying Party may reasonably request; provided, however, that any -------- associated expenses 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 theretobe paid by the Indemnifying Party.

Third Party Claims. If any Party (ifor purposes of this Section 14.4, an "Indemnified Party") With respect to becomes aware of a fact, circumstance, claim, situation, demand or other matter for which it or any Third other Indemnified Party Claims, the Indemnifying Party shall have the right, at its expense has been indemnified under this Article XIV and at 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 which has resulted or could result in a liability owed by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all to a third party or a claim otherwise advanced by a third party against the Indemnified Party (any such item being herein called a "Third Party Claim"), the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control , shall be made within the latter of 90 days of receipt of give prompt written notice of the Third Party Claim to the Party obligated to provide indemnity with respect to such Third Party Claim (for purposes of this Section 14.4, the "Indemnifying Party"), requesting indemnification therefor, specifying the nature of and specific basis for the Third Party Claim and the amount or thirty days after estimated amount thereof to the indemnification obligation arisesextent then feasible; provided, failing which however, a failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party shall be deemed to have elected not to assume are actually materially prejudiced by such controlfailure. If the The Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to assume the negotiation, settlement defence or defenses investigation of such Third Party Claim and to retain counsel and other experts to act on its behalf, but represent the Indemnified Party and shall pay the fees and disbursements of such counsel and other experts. If within 30 days after receipt of the request (or five days if litigation is pending), the Indemnifying Party fails to give notice to the Indemnified Party that the Indemnifying Party assumes the defence or investigation of the Third Party Claim, an Indemnified Party may retain counsel and other experts (whose fees and disbursements shall be paid by at the expense of the Indemnifying Party) to file any motion, answer or other pleading and take such other action which the Indemnified Party reasonably deems necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. If an Indemnifying Party assumes the defence or investigation and retains such counsel and other experts, any Indemnified Party shall have the right to retain its own counsel and other experts, but the fees and expenses of such counsel and other experts shall be at the expense of the Indemnified Party unless (a) the Indemnifying Party consents and the Indemnified Party mutually agree to the retention of such counsel and other experts or unless (b) the named parties to any action or such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would would, in the opinion of counsel retained by the Indemnifying Party, be inappropriate due to the actual or potential differing differ in interests between them (such as the availability of different defenses)them. If requested by the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled agrees to assume such control, cooperate with the indemnifying Party and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If its counsel in contesting any Third Party Claim is of a nature such that which the Indemnified Indemnifying Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect defends, or, if appropriate and related to the Third Party Claim before in question, in making any counterclaim against the completion of settlement negotiations or related legal proceedings, person asserting 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. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, or any cross-complaint against any person. No Third Party Claim may be settled by the Indemnified Party shall have without the exclusive right to consentconsent of the Indemnifying Party, settle or pay the amount claimed, in which case consent will not be unreasonably withheld. Unless the Indemnifying Party shall be responsible for paying any agrees in writing that the Damages to the Indemnified Party resulting from such Claim or, if paid settlement are fully covered by the Indemnified Partyindemnities provided herein and that such Damages are fully compensable in money, 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 no Third Party Claim may be settled without the written consent of the Indemnified Party, which consent shall will not be unreasonably withheld. Except with respect to settlements entered without the Indemnified Party's consent pursuant to the 57 - 51 - immediately preceding sentence, conditioned to the extent it is determined that the Indemnified Party has no right under this Article XIV to be indemnified by the Indemnifying Party, the Indemnified Party shall promptly pay to the Indemnifying Party any amounts previously paid or delayedadvanced by the Indemnifying Party with respect to such matters pursuant to this Article XIV. After the delivery of a notice of a Third Party Claim hereunder, unless such settlement provides solely for monetary damages or other monetary payments. at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives full and complete access to the books, records and properties of the Indemnified Party to the extent reasonably related to the matters to which the notice relates. The Indemnifying Party will not disclose to any third person (iiiexcept its representatives) The any information obtained pursuant to the preceding sentence which is designated as confidential by the Indemnified Party and which is not otherwise generally available to the public, except as may be required by applicable law. The Indemnifying Party shall cooperate fully request its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be subject to the normal safety regulations of the Indemnified Party, and shall be granted under conditions which will not unreasonably interfere with each other with respect to Third Party Claims and, regardless the business and operations of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretothe Indemnified Party.

Third Party Claims. (i) With respect to any In the case of a Third Party ClaimsClaim (including a Category B-Liability), the provisions in the following paragraphs of this Section 10.8 apply. (a) The Indemnifying Party shall have the right, at its expense sole option and at its electionexpense, to assume control of the negotiation, settlement and defense of the Claim through be represented by counsel of its choice reasonably acceptable and to the other party; provideddefend against, that it irrevocably agrees that the negotiate, settle or otherwise handle any Third Party Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, and if the Indemnifying Party shall reimburse elects to defend against, negotiate, settle or otherwise handle any Third Party Claim, it shall, within thirty (30) days (or sooner, if the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice nature of the Third Party Claim or thirty days after so requires) notify the indemnification obligation arises, failing which the Indemnifying Indemnified Party shall be deemed of its intent to have elected not to assume such control. do so. (b) If the Indemnifying Party elects to assume such controlcontrol as contemplated in this Section 10.8, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the status and progress of the Third Party Claim, and the Indemnified Party shall continue to have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain counsel to act on its behalf, but provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party consents requests the Indemnified Party to so participate, or (ii) in the reasonable opinion of counsel to the retention of such counsel Indemnified Party, a conflict or unless the named parties to any action or proceeding include both the Indemnifying Party and potential conflict exists between the Indemnified Party and a representation of both the Indemnifying Party and the that would make such separate 57 representation advisable. The Indemnified Party by shall co-operate with the same counsel would be inappropriate due Indemnifying Party so as to permit the Indemnifying Party to conduct such negotiation, settlement and defense and for this purpose shall preserve all relevant documents in relation to the actual or potential differing interests between them (Third Party Claim, allow the Indemnifying Party access on reasonable notice to inspect and take copies of all such documents and require its personnel to provide such statements as the availability Indemnifying Party may reasonably require and to attend and give evidence at any trial or hearing in respect of different defenses). If the Indemnifying PartyThird Party Claim. (c) If, having elected to assume such controlcontrol of the negotiation, settlement or defense of the Third Party Claim, the Indemnifying Party thereafter fails to defend the Third Party Claim within a conduct such negotiation, settlement or defense with reasonable period of timediligence, then the Indemnified Party shall be entitled to assume such control, control and the Indemnifying Party shall be liable for all costs of the Indemnified Party and shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any such Third Party Claim is (including prosecution of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 appeals 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 PartyOrder until final). (iid) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have the exclusive right to consentcontest, settle or pay the amount claimed, in which case claimed and the Indemnifying Party shall be responsible liable for paying any such Claim or, if paid all costs of the Indemnified Party and shall be bound by the results obtained by the Indemnified PartyParty with respect to such Third Party Claim; provided that in respect of any Category B-Liability, reimbursing no settlement of such Category B-Liability shall be made without the Indemnified Partywritten consent of Sellers if Sellers have acknowledged Purchaser’s indemnification right in the event of such Category B-Liability. 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 written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (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.

Third Party Claims. (i) With respect to any Third 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 Claims, the Claim"),the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the 15 days (or such shorter period if an answer or other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) response or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted filing with respect to the negotiation, settlement or defenses pleadings served by the third party is required prior to the 15th day) after the date of such Third receipt by the Indemnifying Party of the Notice of Claim and (the "Notice Date") to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by notify the Indemnified Party unless in writing of the election by the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 on behalf 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. (ii) If the Indemnifying Party fails elects to assume control defend a Third Party Claim on behalf of the defense ofIndemnified Party, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials in its (iii) In no event may the Indemnifying Party settle or having assumed such control fails 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, any defend a Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay participate in the amount claimed, in which case the Indemnifying Party shall be 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 defense of the negotiation, settlement or defense of any Third Party Claim, at the Indemnified Party's expense (and without the right to indemnification for such expense under this Agreement); provided, however, that the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party shall not settle any Third Party Claim without if (A) the written consent use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless Party would present such settlement provides solely for monetary damages or other monetary payments. counsel with a conflict of interest; (iiiB) The the parties to such proceeding include both the Indemnified Party and 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; (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 shall cooperate fully with each other with respect have objected to the retention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), and the Indemnifying Party shall not have retained different counsel reasonably satisfactory to the Indemnified Party; or (D) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party. (v) If the Indemnifying Party does not elect to defend a Third Party Claims andClaim, regardless or does not continue to defend a Third Party Claim, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the sole and exclusive expense of which party has control thereof as provided for hereinthe Indemnifying Party, to defend such Third Party Claim; provided, however, that such expenses shall keep each other reasonably advised be payable by the Indemnifying Party only if and when such Third Party Claim 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 theretosuch Third Party Claim) shall reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnifying Party.

Third Party Claims. In the event that any party seeking indemnification hereunder (ian "Indemnified Party") With respect desires to make a claim against the other party(ies) hereto (an "Indemnifying Party") under Section 15 hereof in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by any third party for which the Indemnified Party may seek indemnification hereunder (a "Third Party ClaimsClaim"), the Indemnified Party shall promptly notify the Indemnifying Party of such Third Party Claim and of the Indemnified Party's claim of indemnification with respect thereto. The Indemnifying Party shall have thirty (30) days after receipt of such notice to notify the right, at its expense and at 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, Indemnified Party if the Indemnifying Party shall reimburse has elected to assume the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result defense of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlClaim. If the Indemnifying Party elects to assume the defense of such controlThird Party Claim, the Indemnified Indemnifying Party shall have be entitled at its own expense to conduct and control the right to be informed defense and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain through counsel to act on of its behalfown choosing; provided, but the fees and disbursements of such counsel shall be paid by that the Indemnified Party unless may participate in the defense of such Third Party Claim with its own counsel at its own expense; and provided, further, that the Indemnifying Party consents to the retention of Party, if it shall have so assumed such counsel or unless the named parties to any action or proceeding include both defense, shall concede, as between the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and Party, liability to the Indemnified Party by the same counsel would be inappropriate due with respect to the actual or potential differing interests between them (such as the availability of different defenses)Third Party Claim. If the Indemnifying Party, having elected to assume such control, thereafter Party fails to defend notify the Indemnified Party within thirty (30) days after receipt of the Indemnified Party's notice of a Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled to assume the defense of such control, and Third Party Claim at the expense of the Indemnifying Party shall be bound by (so long as the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such one with respect to which the Indemnifying Party is responsible under this Section 15), provided that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 written consent of the Indemnified Indemnifying Party's consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (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.

Third Party Claims. (a) If any third party shall notify any party with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other party under this Article IX, then the Indemnified Party shall as promptly as reasonably practicable, and in any event within twenty (20) days of notice thereof, notify each Indemnifying Party thereof in writing; provided, however, that (i) With respect if the Indemnifying Party is Parent and/or Seller, the Indemnified Party need only notify Seller, and (ii) the failure to any Third give notice as herein provided shall not relieve the Indemnifying Party Claims, of its obligation to indemnify the Indemnified Party except to the extent that the Indemnifying Party shall have the right, at been materially prejudiced in its expense and at its election, ability to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable defend such claim. Subject to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c9.06(b), as the case may be. In such event, the Indemnifying Party shall reimburse will have the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party right at its expense to assume such control shall be made within and thereafter conduct the latter of 90 days of receipt of notice defense of the Third Party Claim or thirty days after with counsel of its choice of recognized standing reasonably satisfactory to the indemnification obligation arisesIndemnified Party, failing which and the Indemnified Party shall reasonably cooperate to the extent reasonably requested by the Indemnifying Party in the defense or prosecution thereof and shall furnish such records, information (that are under its control) and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be deemed to have elected not to assume such controlreasonably requested by the Indemnifying Party in connection therewith, in each case, at the Indemnifying Party’s expense. If the Indemnifying Party is entitled to, and so elects to to, assume the defense of such controlclaim, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of employ its own counsel in any such Third Party Claim and to retain counsel to act on its behalfcase, but the fees and disbursements expenses of such counsel shall be paid by at the expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)Party. If the Indemnifying Party is entitled to and has assumed the defense of any claim against the Indemnified Party, having elected for so long as the Indemnifying Party is reasonably diligently defending such claim, the Indemnifying Party shall have the right to assume settle any claim for which indemnification has been sought and is available hereunder only upon receiving the Indemnified Party’s prior written consent (such controlconsent not to be unreasonably withheld, thereafter fails conditioned or delayed) except if, pursuant to defend the Third Party Claim within or as a reasonable period result of timesuch settlement, the Indemnified Party shall be entitled is expressly and unconditionally released (including for these purposes, the Company Entities) in writing from all Liabilities and obligations with respect to assume such controlclaim with prejudice. Notwithstanding anything to the contrary herein, and if the Indemnifying Party shall be bound by does not assume the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is defense of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 consentassume control of the defense of such claim through counsel of its choice, settle or pay the amount claimed, in cost of which case shall be at the Indemnifying Party shall be responsible for paying any such Claim or, if paid by Party’s expense in the event that the Indemnified Party’s right of indemnification is ultimately established through settlement, reimbursing the Indemnified Party. Whether compromise or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claimappropriate proceeding. (b) Notwithstanding Section 9.06(a), the Indemnifying Party shall not settle be entitled to assume control of such defense (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 (i) unless the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, or (ii) if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Proceeding, indictment or allegation, (B) the Indemnified Party reasonably believes an adverse determination with respect to the Proceeding giving rise to such claim for indemnification would materially injure the Indemnified Party’s (including for these purposes, either Company Entity’s) reputation or future business prospects or customer or supplier relations, (C) the Indemnified Party has been advised by legal counsel in writing that a reasonable likelihood of a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (D) the amount of in dispute and reasonably likely to be recovered materially exceeds the maximum amount that such Indemnified Party would be entitled to recover under the applicable provisions of this Article IX, or (E) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. In addition, this Section 9.06 shall not apply to any Third Party Claim without the written consent of the Indemnified Partyconcerning Taxes, which consent instead shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (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.governed by Article X.

Third Party Claims. (i) With respect 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 (15) 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 ClaimsClaim”), deliver a Claim Notice to the Indemnifying Party shall have the right, at its expense and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed relieved of its obligations to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by indemnify the Indemnified Party with respect to the such Third Party ClaimClaim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is materially prejudiced thereby. If any a Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the made against an 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. (ii) 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 be responsible for paying any such Claim orentitled to participate therein and, if paid by to 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, extent that the Indemnifying Party shall not settle any Third wish, to assume the defense thereof with counsel of its own choosing if (i) the Indemnifying Party acknowledges its obligation to 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 without Notice from the Indemnified Party (provided, however, that the Indemnifying Party’s retention of counsel shall be subject to the 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. (ii) the Third Party Claim does not seek injunctive relief against an Indemnified Party, (iii) The the Indemnifying Party does not fail to conduct the defense of the Third Party 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) 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 fully with each other with respect to the Indemnifying Party and its counsel in the defense against any such Third Party Claims andClaim. The Indemnified Party shall have the right to 62 participate at its own expense in the defense of any Third Party Claim. Neither the Indemnifying Party, regardless 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 without the prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Indemnifying Party may settle, compromise or discharge any Third Party Claim, the defense of which party has control thereof as provided was assumed by the Indemnifying Party if such settlement, compromise or discharge provides only for hereinthe payment of 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 shall keep each other reasonably advised with respect theretodefend against such Third Party Claim in good faith and in a commercially reasonable manner at the cost and expense of the Indemnifying Party, and the Indemnifying Party shall have the right to participate in such defense at its own expense.

Third Party Claims. Upon receipt by any Person of notice of any claim, action, suit or proceeding by any Third Party (collectively, an "Action"), which Action is subject to indemnification under this Agreement, such Person (the "Indemnified Party") will give reasonable written notice to the Party from whom indemnification is claimed (the "Indemnifying Party"); provided that the failure of any Indemnified Party to so deliver notice shall 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 be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (i) With respect to any Third notifies the Indemnified Party Claims, in writing of the Indemnifying Party shall have the right, at its expense and at its election, Party's intention to assume control of such defense, (ii) retains legal counsel reasonably satisfactory to the negotiation, settlement and Indemnified Party to conduct the defense of the Claim through counsel of its choice reasonably acceptable such Action and (iii) admits in writing 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, Indemnified Party the Indemnifying Party shall reimburse Party's liability to the Indemnified Party for all such Action to the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumptionextent provided in this Agreement. The election other Party will cooperate with the Party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. The Party controlling the Indemnifying Party to assume such control defense, compromise or settlement of an Action shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlact in good faith with respect thereto. If the Indemnifying Party elects to assume so assumes the defense of any such controlAction, the Indemnified Party shall will have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim employ separate counsel and to retain counsel to act on its behalfparticipate in (but not control) the defense, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel compromise or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. Action (ii) 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 cooperate in providing information to the Indemnified Party about the Action), but the fees and expenses of such counsel will be responsible for paying at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party has been advised by independent counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such Claim or, if case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Article 11 will be paid by the Indemnified Indemnifying Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, provided that the Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel in each jurisdiction for each Indemnified Party so entitled to separate counsel. No Indemnified Party will settle or compromise any Third Party Claim such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party. No Indemnifying Party will settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party, unless the Indemnified Party consents in writing to such compromise or settlement. Notwithstanding the foregoing in this Section 11.3, if an Action includes or could reasonably be expected to include both a claim for Taxes (other than income Taxes) that are the responsibility of any AT&T Entity hereunder, on the one hand, and a claim for Taxes (other than income Taxes) that are the responsibility of any Comcast Entity hereunder, on the other hand, then Comcast Corporation (if the claim for Taxes that are the responsibility and liability of the Comcast Entities exceeds the claim for Taxes that are the responsibility and liability of the AT&T Entities) or otherwise AT&T Corp. (as the case may be, the "Controlling Party") shall be entitled to control the defense of such Action (such Action, a "Tax Action"). In such case, the other Party (the "Non-Controlling Party") shall be entitled to participate fully (at the Non-Controlling Party's sole expense) in the conduct of such Tax Action and the Controlling Party shall not settle such Tax Action without the consent of the Non-Controlling Party (which consent shall not be unreasonably withheld). The costs and expenses of conducting the defense of such Tax claim shall be reasonably apportioned based on the relative amounts of the claim for Taxes that are the responsibility of any AT&T Entity hereunder and Taxes that are the responsibility of any Comcast Entity hereunder based on the relative amounts of such claims. For purposes of Sections 4.1(w) and 4.3(w) and this Article 11, conditioned all real property taxes, personal property taxes and similar ad valorem obligations in respect of any System or delayed, unless such settlement provides solely Asset for monetary damages or other monetary payments. (iii) The Indemnified Party any taxable period that includes but does not end on the Closing Date shall be apportioned between the Transferor and the Transferee based on the number of days of such taxable period on or prior to the Closing Date and the number thereof after the Closing Date. For purposes of this Agreement, an Escheat Payment shall be attributable to a period (or portion thereof) ending on or prior to the Closing Date if the relevant abandoned or unclaimed property was or should have been accrued as an unclaimed property liability in the normal course of the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims andParty's operations in such pre-Closing period. For purposes of the foregoing, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretothe Parties agree that unclaimed property liabilities should in all events be accrued in the ordinary course within one year after the date the relevant abandoned or unclaimed property is first proffered.

Third Party Claims. (i) With respect to any Third Party Claims, other than Retained Litigation, the Indemnifying Party shall have the right, at its expense and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumptionchoice. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 thirty (30) days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesClaim, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, subject to Section 6.1(i)(ii), the Indemnified Party shall be entitled to assume such control, control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") 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 8.36.1, 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 Partythird party, pay the amount of such difference to the Indemnifying Party. (ii) 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 be 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: (1) subject to Sections 6.1(e), the Indemnifying Party shall not settle any Third Party Claim without the 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; (2) the Indemnified Party shall not settle any Third Party Claim without the 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. (iv) The Indemnified Party shall not take any action the purpose of which is to prejudice the defense of any claim subject to indemnification hereunder or to induce a third party to assert a claim subject to indemnification hereunder.

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 (ia "Third Party Claim"), the Indemnified Party shall give written notice (the "Third Party Claim Notice") With respect 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 "Third 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 thirty (30) days after its receipt of the Third Party Claim 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 if the Indemnifying Party 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 by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be 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 will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party's control or that it can reasonably obtain relating to the Third Party Claim, and all costs or expenses incurred by it at the request of the Indemnifying Party shall 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 reasonably believes to be necessary or appropriate to protect its interests due to the failure of 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 ClaimsClaim conducted by the Indemnifying Party pursuant to this Section 6.5(a). Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume control of the negotiation, settlement and such defense of the Claim through counsel of its choice reasonably acceptable (unless otherwise agreed to the other party; provided, that it irrevocably agrees that the Claim is covered in writing by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control ) and shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but pay the fees and disbursements expenses of such counsel shall be paid retained by the Indemnified Party unless if (i) the Indemnifying claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party consents to the retention has been advised in writing by independent legal counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a conflict of interest between the Indemnifying Party and the Indemnified Party and a representation of both Party; or (iv) the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due failed or is failing to the actual vigorously prosecute or potential differing interests between them (defend such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partyclaim. (ii) 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 be 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 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. (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.

Third Party Claims. (ia) With respect 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 ClaimsClaim”), 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, at its expense and at its electionupon written notice to the Indemnified Party within thirty (30) days of receipt of the Claims Notice, to assume control of the negotiation, settlement and defense of thereof at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election expense of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by the Indemnifying Party shall be deemed and reasonably satisfactory to have elected not to assume such controlthe Indemnified Party (and the parties hereby acknowledge that for the purposes of the foregoing it is stipulated that Xxxxx Lord LLP and Xxxxx Xxxxx LLP are satisfactory). If the Indemnifying Party elects does not expressly elect to assume the defense of such controlThird Party Claim within the time period set forth in this Section 9.6(b), the Indemnified Party shall have the sole right to be informed and consulted with respect to assume the negotiation, settlement or defenses defense of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of settle such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) If the Indemnifying Party fails to assume control of assumes the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have shall, at the exclusive right to consentIndemnifying Party’s expense, settle or pay the amount claimed, in which case cooperate with the Indemnifying Party shall be responsible for paying any in such Claim ordefense and make available to the Indemnifying Party all witnesses, if paid by pertinent records, materials and information in the Indemnified Party, reimbursing ’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not If 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 not, without the prior written consent of the Indemnified Party, which consent shall Party (not to be unreasonably withheld, conditioned or delayed), unless enter into any settlement or compromise or consent to the entry of any judgment with respect to such settlement provides solely for monetary damages Third Party Claim if such settlement, compromise or other monetary payments. 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) The imposes equitable remedies or any obligation on the Indemnified Party and other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Whether or not the Indemnifying Party shall cooperate fully with each other assumes the defense of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder 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 theretoany settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent.

Third Party Claims. (ia) With If a Claiming Party is entitled to seek any indemnification provided for under this Agreement in respect to of a claim or demand made by any third party Person against the Claiming Party (a “Third Party ClaimsClaim”), the Indemnifying such Claiming Party shall have notify the right, at its expense and at its election, Defending Party in writing of such Third Party Claim; provided that failure to assume control of give such notification on a timely basis shall not affect the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable indemnification provided hereunder except to the other party; provided, that it irrevocably agrees that extent the Claim Defending Party is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses materially prejudiced as a result of such assumption. The election 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 Indemnifying Party to assume such control shall be made within the latter of 90 days of 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 or thirty days after Claim. For the indemnification obligation arisesavoidance of doubt, failing which notwithstanding anything herein to the Indemnifying contrary, the Defending Party shall be deemed to have elected not no right to assume or control the defense of any Third Party Claim that involves a Conflict. Should a Defending Party so elect (and be entitled) to assume the defense of a Third Party Claim, the Defending Party shall not be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof; provided, that in the case that (A) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Claiming Party, in its reasonable discretion, for the same counsel to represent both the Claiming Party and the Defending Party, (B) the Defending Party fails to actively and diligently prosecute the defense of such controlThird Party Claim, (C) 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 (E) such Third Party Claim could result in an injunction or other equitable relief against the Claiming Party or, in the reasonable discretion of the 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 Indemnifying Defending Party elects to assume assumes such controldefense, the Indemnified Claiming Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses of such Third Party Claim defense thereof and to retain employ counsel, at its own expense or, in accordance with the previous sentence, at the Defending Party’s expense, separate from the counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid employed by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Defending Party, having elected to assume it being understood, however, that the Defending Party shall control such control, thereafter fails to defend defense so long as the Third Party Claim within does not involve a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 claimedConflict, in which case the Indemnifying Claiming Party shall be responsible for paying any control such Claim or, if paid by defense. If the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Defending Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Defending Party shall not settle any Third Party Claim without obtain the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned Claiming Party before entering into any settlement or delayed, unless such settlement provides solely for monetary damages compromise or other monetary payments. (iii) The Indemnified Party and consenting to the Indemnifying Party shall cooperate fully with each other entry of a judgment with respect to such Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (i) With respect 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 ClaimsClaim”), 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 been prejudiced as a result of such failure. Thereafter, the 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 Claim is made against an Indemnified Party, the Indemnifying Party shall have the right, at its expense and at its election, be entitled to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable thereof by written notice 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 Indemnifying Party shall reimburse the Indemnified Party for all within ten (10) days after the Indemnified Indemnifying Party's reasonable out-of-pocket expenses as a result of such assumption. The election ’s receipt of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after contemplated by paragraph (i) above with counsel selected by the indemnification obligation arisesIndemnifying Party, failing in its sole and absolute discretion, and approved by the Indemnified Party, which approval shall not be unreasonably withheld; provided that such counsel is not reasonably objected to by the Indemnified Party; and provided further that notwithstanding the foregoing, the Indemnifying Party shall not be deemed to have elected not entitled to assume control of such control. defense and, instead, shall pay the reasonable legal fees, costs and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the claim seeks an injunction or equitable relief against the Indemnified Party, (C) the 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 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 interest between the Indemnified Party and the Indemnifying Party exists with respect to the claim. (iii) If the Indemnifying Party elects assumes the defense of a Third Party Claim, (1) the Indemnifying Party shall not be liable to assume such controlthe 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 be informed and consulted with respect to participate in the negotiation, settlement or defenses of such Third Party Claim defense thereof and to retain employ counsel, at its own expense, separate from the counsel to act on its behalf, but employed by the fees and disbursements of such counsel Indemnifying Party. The Indemnifying Party shall be paid liable for the fees, costs and expenses of counsel employed by the Indemnified Party unless for any period during which the Indemnifying Party consents to has not assumed the retention defense thereof (including in respect of such counsel or unless Third Party Claims the named parties to any action or proceeding include both defense of which the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be was not entitled to assume such control, and or continue in accordance with the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 second proviso of the Indemnified Party under the Third Party Claim in respect first sentence 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 Partyparagraph (ii)). (iiiv) 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 The Indemnified Party shall have the exclusive right to consent, settle or pay control the amount claimed, in which case the Indemnifying Party shall be 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 including any Third Party Claim without the written consent defense of which has been assumed by the Indemnifying Party. Without limiting the generality of the Indemnified Partyforegoing, which consent all important legal and strategic decisions with respect to the defense of such Third Party Claim shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The made by the Indemnified Party and the Indemnifying Party shall cooperate fully with each other not admit any liability with respect to any Third Party Claim, 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 (upon the Indemnifying Party’s request) 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 required by this Section 3.3(a) shall be made by periodic payments of the amount thereof during the course of the investigation or defense of the Third Party Claim, as and when bills are received. (vii) All claims under this Section 3 other than Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretobe governed by Section 3.3(b) below.

Third Party Claims. (i) With In the event that any action, suit, litigation, investigation, inquiry or proceeding shall be instituted or that any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 8.2 (regardless of the limitations set forth in Section 8.4) (a “Third Party Claim”), the Indemnified Party shall promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party. 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 except to the extent the Indemnifying Party can demonstrate actual loss and material prejudice as a result of such failure. Unless such Indemnified Party affirmatively elects not to control the defense of such Third Party Claim (such notice, the “Non-Defense Election”) by delivering a written notice to the Indemnifying Party within 30 days after giving the Indemnifying Party the applicable notice in respect of such Third Party Claim, such Indemnified Party shall defend, contest, negotiate or settle each such Third Party Claim through counsel of its own selection (who shall be reasonably acceptable to the Indemnifying Party), at the expense and for the account of the Indemnifying Party (and the Indemnifying Party shall cooperate with and provide reasonable assistance to any such Indemnified Party in the defense of such Third Party Claim); provided, however, that (A) the Indemnifying Party shall be entitled to receive copies of such pleadings, notices and communications with respect to any Third Party ClaimsClaim as the Indemnifying Party may reasonably request and participate in such defense, at its own expense, with counsel of its choosing and such Indemnified Party and its counsel shall cooperate with the Indemnifying Party in doing so, and (B) such Indemnified Party shall not settle, compromise, or offer to settle or compromise any such Third Party Claim unless (1) the Indemnifying Party provides prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, or (2) no indemnification under this Article VIII is sought by any Indemnified Party in connection with the Third Party Claim covered by the settlement. (ii) If the Indemnified Party delivers a Non-Defense Election to the Indemnifying Party within 30 days after giving the Indemnifying Party notice in respect of such Third Party Claim, subject to clause (iv) below, the Indemnifying Party shall have the rightbe entitled to defend, contest, negotiate or settle such Third Party Claim, at its the expense and at its election, to assume control for the account of the negotiationIndemnifying Party, settlement and defense of the Claim through counsel of its choice own selection (who shall be reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (cIndemnified Party), as the case may be. In such event, if the Indemnifying Party shall reimburse provides written notice to the Indemnified Party for all within ten Business Days after receiving the Indemnified Party's reasonable outNon-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If Defense Election that the Indemnifying Party elects to assume such control, control the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses defense of such Third Party Claim. (iii) Notwithstanding anything to the contrary in this Section 8.3, in the event and for so long as a Third Party Claim and (A) relates solely to retain counsel to act on its behalfthe payment of monetary damages (including Taxes) in an aggregate amount that does not exceed the amount then available in the Indemnity Escrow Account (excluding amounts in the Indemnity Escrow Account that are otherwise the subject of pending indemnification claims under this Article VIII), but which amount must remain in the fees and disbursements Indemnity Escrow Account pending final resolution of such counsel shall be paid Third Party Claim, (B) does not relate to felony criminal conduct, (C) was not instituted by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel a Governmental Authority, (D) does not involve or unless the named parties give rise to any action or proceeding include both conflict of interest between the Indemnifying Party and the Indemnified Party (including with respect to the defense of such Third Party Claim) and a representation (E) does not primarily seek equitable, injunctive or other non-monetary relief, subject to clause (iv) below, the Indemnifying Party shall be entitled to defend, contest, negotiate or settle such Third Party Claim, at the expense and for the account of both the Indemnifying Party, through counsel of its own selection (who shall be reasonably acceptable to the Indemnified Party), if (x) the Indemnifying Party provides written notice of its election to assume such defense pursuant to this clause (iii) within 30 days after the Indemnified Party first delivers the notice in respect of such Third Party Claim to the Indemnifying Party and (y) the Indemnifying Party acknowledges in such written notice that any Losses that may be asserted against the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (in such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a constitute Losses for which the Indemnified Party is entitled to indemnification pursuant to this Article VIII. (iv) In the event that the Indemnifying Party has assumed the defense of any Third Party Claim pursuant to either clause (ii) or clause (iii) above, in each case all of the following shall apply: (A) the Indemnified Party shall cooperate with and provide reasonable period assistance to the Indemnifying Party in the defense of time, such Third Party Claim; (B) the Indemnified Party shall be entitled to assume such controlreceive copies of all pleadings, notices and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party communications with respect to the Third Party Claim. If any such Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, as the Indemnified Party may make reasonably request and participate in such payment defense, at its own expense, with counsel of its choosing and the such 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 its counsel shall cooperate with the Indemnified Party for such payment. If the amount of any liability of in doing so; (C) the Indemnified Party under shall be entitled to immediately assume control of the defense, contest, negotiation and settlement of such 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 event any of the difference from the conditions in clauses (A) through (E) of Section 8.3(b)(iii) above are not satisfied with respect to such Third PartyParty Claim, pay the amount of such difference to the Indemnifying Party. (ii) If or if the Indemnifying Party fails to assume control of the defense of, or having assumed diligently defend such control fails to defend, any Third Party Claim, in which case such costs and expenses associated with such defense by the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, may be sought in which case the Indemnifying Party shall be responsible a claim 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, indemnification hereunder; and (D) the Indemnifying Party shall not be entitled to settle, compromise, or offer to settle any or compromise such Third Party Claim without the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld, conditioned or delayeddelayed so long as (1) the conditions in clauses (A) through (E) of Section 8.3(b)(iii) above are satisfied with respect to such Third Party Claim, unless (2) such settlement provides solely for or compromise includes only the payment of monetary damages (which are fully paid at the time of such settlement or other monetary payments. compromise by the Indemnifying Party), and (iii3) The such settlement or compromise releases the Indemnified Party completely in connection with such Third Party Claim, with no statement as to or an admission of fault by or on behalf of the Indemnified Party or any of its Affiliates and no monetary or nonmonetary relief granted by or imposed upon the Indemnified Party or any of its Affiliates. The Indemnifying Party shall cooperate fully with each other with respect notify the Indemnified Party in writing prior to Third Party Claims and, regardless effecting any settlement or compromise pursuant to this clause (D) and shall make available a copy of which party has control thereof as provided the settlement agreement for herein, shall keep each other reasonably advised with respect theretothe Indemnified Party’s review prior to execution thereof.

Third Party Claims. (ia) With 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 be entitled to assume the defense of any Third Party ClaimsClaim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume or continue control of the negotiation, settlement and defense of the any Third Party 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(bif (i) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim relates to or thirty days after arises in connection with any matter involving (or potentially involving) criminal or quasi-criminal conduct or criminal Action, (ii) the indemnification obligation arisesThird Party Claim seeks an injunction or equitable relief against any Indemnified Party or the Company, failing which (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 shall be deemed has failed or is failing to have elected not use reasonable efforts to assume such control. defend in good faith the Third Party Claim. (c) If the Indemnifying Party elects 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, (B) 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 assume the Indemnified Party, from all Losses with respect to such controlThird Party Claim, (ii) 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 shall have the right (but not the obligation) to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; except that the reasonable and documented fees, but the fees costs and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and a the representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests conflict of interest between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 Partythem. (iid) 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 The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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 that the written consent Indemnifying Party is properly defending in accordance with Section 9.6(b) 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 Indemnified Indemnifying Party, which such consent shall not to be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iiie) The Indemnified Party Each of the Buyer and the Indemnifying Party Seller shall cooperate fully with each other with respect reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claims and, regardless 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 which party has control thereof as provided for herein, the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 9.6 shall keep each other reasonably advised with respect theretobe given by the Seller acting on behalf of the Seller Indemnified Parties.

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at 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 bechoice. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 20 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesClaim, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") 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 8.1, Section 8.2 and Section 8.37.1, 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. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of 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 be 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 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. (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.

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) With respect to any Third Indemnified Party ClaimsMay Elect that Indemnifying Parties Defend a Claim or Demand, at the Indemnifying Parties’ Expense. The Indemnified Party may, but shall have not be obligated to, elect and request that the right, at its expense and at its election, to Indemnifying Parties assume control the defense of such claim or demand (with the full cooperation of the negotiation, settlement Indemnified Parties). If the Indemnified Party elects and requests that the Indemnifying Parties assume the defense of such claim or demand: (1) the Claim through Indemnifying Parties will assume the defense of such claim or demand, including the employment of counsel of its choice reasonably acceptable to the other party; providedIndemnified Party to defend such claim or demand, that it irrevocably agrees that the Claim is covered by Section 8.1(b(2) or (c), as the case may be. In such event, the Indemnifying Party Parties shall reimburse pay all fees, costs and disbursements in connection with the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result defense of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim claim or thirty days after the indemnification obligation arisesdemand, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, including attorneys fees and costs; and (3) the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of any such Third Party Claim and to retain counsel to act on at its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)own expense. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the The Indemnified Party shall be entitled make available to assume such control, and the Indemnifying Party shall be bound Parties or such Indemnifying Parties’ representatives all records and other materials reasonably required by the results obtained by the Indemnified Party with respect to the Third Party Claim. If them for their use in contesting any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") and shall cooperate 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 Parties 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 Partyconnection therewith. (ii) If The Indemnified Party May Defend a Claim or Demand, at the Indemnifying Party fails to assume control of Parties’ Expense. In the defense of, or having assumed such control fails to defend, any Third Party Claim, event that the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimeddetermines, in which case its sole discretion, to assume the defense of such 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 shall be responsible for paying any such Claim ormay, 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 written consent of the Indemnified Party, which consent but shall not be unreasonably withheldobligated to, conditioned defend such claim or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party demand and the Indemnifying Parties shall pay all actually and reasonably incurred fees, costs and disbursements in connection with the defense of such claim or demand, including attorneys fees and costs. The Indemnifying Parties shall make available to the Indemnified Party or such Indemnified Party’s representatives all records and other materials reasonably required by them for their use in contesting any Third-Party Claim and shall cooperate fully with each other with respect to Third the Indemnified Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoin connection therewith.

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at 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 bechoice. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 60 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesClaim, failing which the Indemnifying Party shall be deemed to have elected not to assume such controldo so. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party party is required by applicable Law to make a payment to any Person (a "Third PartyTHIRD 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 8.3shall 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. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of 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 be 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 defenses of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (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.

Third Party Claims. (i) With respect 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 (collectively, a “Third Party ClaimsClaim”) in respect of which such 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 so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article 6, except to the extent the failure to give such notice materially and adversely prejudices such 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 to the Indemnified Party for such Third Party Claim pursuant to this Section, the Indemnifying Party shall have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe 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 (a “Third Party Penalty Claim”), to assume control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume 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 eventdefense thereof, the Indemnifying Party shall reimburse the not be liable to such Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses latter in connection with the defense thereof other than as a result expressly provided below in this Section 6.3; provided nothing contained herein shall permit any Indemnifying Party to control or participate in any Tax contest or dispute involving Purchasers or any Affiliate of such assumptionPurchasers, or permit Purchasers to control or participate in any Tax contest or dispute involving Seller or any Affiliate of Seller other than the 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. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that it will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 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 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 thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim. 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 deemed 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 have elected not to assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to assume participate in such control, defense with counsel of its choice at its sole cost and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If expense; provided that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 participation 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 shall be at the Indemnifying Party. (ii) If ’s sole cost and expense to the Indemnifying Party fails extent such participation relates to assume control of the defense of, or having assumed such control fails to defend, any a Third Party Claim, Penalty Claim or if a conflict of interest between the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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 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. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with exists in respect to of the Third Party Claims Claim; and, regardless provided further, that the Indemnifying Party shall not be responsible for the costs and expenses of which party has control thereof as provided more than one counsel for hereinall Indemnified Parties. If the Indemnifying Party does not assume such defense, the Indemnified Party shall keep each other reasonably advised with 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 liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition its consent. Notwithstanding anything in this Section 6.3 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 theretothereof 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 release from all liability in respect of such claim.

Third Party Claims. (ia) With Promptly after the receipt by any person entitled to indemnification pursuant to this Section 8 (the “Indemnified Party”) of notice of the commencement or proposed commencement of any action (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 Section 8 (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 be entitled to assume the defense of any Third Party ClaimsClaim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume or continue control of the negotiation, settlement and defense of the any Third Party 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(bif (i) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim relates to or thirty days after arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the indemnification obligation arisesThird Party Claim seeks an injunction or equitable relief against any Indemnified Party, failing which or (iii) the Indemnifying Party shall be deemed has failed to have elected not defend or is failing to assume such control. defend in good faith the Third Party Claim. (c) If the Indemnifying Party elects 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) an unconditional release of each Indemnified Party, reasonably satisfactory to assume the Indemnified Party, from all liability with respect to such controlThird Party Claim; (ii) subject to the limitations set forth herein, 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 shall have the right (but not the obligation) to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; provided, but that the reasonable fees and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have received an opinion of counsel that representation of both parties 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 Partythem; and provided further, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and that the Indemnifying Party shall not be bound by responsible for the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 more 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 Partyone separate law firm. (iid) 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 The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be 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 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. (iii) The Indemnified Party and if the Indemnifying Party shall cooperate fully with each other with respect have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to Third Party Claims andin writing by the Indemnifying Party, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch consent not to be unreasonably 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) With respect to any Third Indemnified Party ClaimsMay Elect that Indemnifying Parties Defend a Claim or Demand, at the Indemnifying Parties' Expense. The Indemnified Party may, but shall have not be obligated to, elect and request that the right, at its expense and at its election, to Indemnifying Parties assume control the defense of such claim or demand (with the full cooperation of the negotiation, settlement Indemnified Parties). If the Indemnified Party elects and requests that the Indemnifying Parties assume the defense of such claim or demand: (1) the Claim through Indemnifying Parties will assume the defense of such claim or demand, including the employment of counsel of its choice reasonably acceptable to the other party; providedIndemnified Party to defend such claim or demand, that it irrevocably agrees that the Claim is covered by Section 8.1(b(2) or (c), as the case may be. In such event, the Indemnifying Party Parties shall reimburse pay all fees, costs and disbursements in connection with the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result defense of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim claim or thirty days after the indemnification obligation arisesdemand, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, including attorneys fees and costs; and (3) the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of any such Third Party Claim and to retain counsel to act on at its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)own expense. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the The Indemnified Party shall be entitled make available to assume such control, and the Indemnifying Party shall be bound Parties or such Indemnifying Parties' representatives all records and other materials reasonably required by the results obtained by the Indemnified Party with respect to the Third Party Claim. If them for their use in contesting any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") and shall cooperate 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 Parties 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 Partyconnection therewith. (ii) If The Indemnified Party May Defend a Claim or Demand, at the Indemnifying Party fails to assume control of Parties' Expense. In the defense of, or having assumed such control fails to defend, any Third Party Claim, event that the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimeddetermines, in which case its sole discretion, to assume the defense of such claim or demand, or if the Indemnifying Parties fail to defend such claim or demand pursuant to Section 8.01(D)(i) in a timely manner, then such Indemnified Party shall be responsible for paying any such Claim ormay, 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 written consent of the Indemnified Party, which consent but shall not be unreasonably withheldobligated to, conditioned defend such claim or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party demand and the Indemnifying Parties shall pay all actually and reasonably incurred fees, costs and disbursements in connection with the defense of such claim or demand, including attorneys fees and costs. The Indemnifying Parties shall make available to the Indemnified Party or such Indemnified Party's representatives all records and other materials reasonably required by them for their use in contesting any Third-Party Claim and shall cooperate fully with each other with respect to Third the Indemnified Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoin connection therewith.

Third Party Claims. (i) With 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 any a matter subject to indemnity hereunder (a “Third Party ClaimsClaim”), notice thereof (a “Third Party Notice”) shall promptly be given to the applicable Indemnifying Party and the Escrow Agent, which Third Party Notice shall specify in reasonable detail the basis for any anticipated liability and specify in reasonable detail, to the extent known and reasonably quantifiable at such time, the 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 Claim hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, 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 Party Parties shall have the right, at its expense and at its electionbut not the obligation, by providing written notice to Parent Representative within forty-five (45) days of delivery of the Third Party Notice, to assume conduct and control of the negotiation, settlement and defense of the Claim through reputable counsel of its own choice reasonably acceptable (subject to the other partyapproval 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 sole cost and expense to the extent the Indemnifying Party is obligated to indemnify Parent Representative or is otherwise liable to pay for such fees and expenses pursuant to Section 10.2; provided, that it irrevocably agrees the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently in order to preserve its rights in this regard; and provided, further, that the Claim is covered by Section 8.1(bIndemnifying 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, (cii) 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 as to which the Indemnifying Party has elected to conduct and control the 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 one another such that the Indemnifying Party could not adequately represent the interests of Parent Representative, 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 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 claim. (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. In such event, shall pay, compromise, settle or consent to the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result entry of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted any judgment with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim which indemnification is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 being sought herein without the prior written consent of the Indemnified Party, other (which consent shall not be unreasonably withheld, conditioned or delayed) unless each of the following conditions are satisfied: (A) such compromise, unless 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 provides solely 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 entry of any judgment with respect to such Third Party Claim and shall be entitled to indemnification from the Indemnifying Party for monetary damages any and all Losses based upon, arising from or other monetary payments.relating to such Third Party Claim in accordance with the terms of this Article X. (iii) The Indemnified Party and the Indemnifying Party shall at all times use commercially reasonable efforts to keep Parent Representative reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to reasonably cooperate fully 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, counsel and others representing any party to a Third Party Claims and, regardless of which party has control thereof Claim to be made so as provided for herein, shall keep each other reasonably advised with respect theretoto preserve any applicable attorney-client or work-product privileges.

Third Party Claims. (i) With respect 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 ClaimsClaim 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 have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe 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 control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume 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 eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses as 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 result Class A Member or any Affiliate of such assumptiona 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. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such 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 thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which 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 deemed 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 to have elected not the extent commercially reasonable 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 assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and 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 liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 9.13 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse the (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (iii) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) 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 be 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 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. (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.

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) With respect to any Third Party Claimsdescribe the nature, the Indemnifying Party shall have the right, at its expense facts and at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice circumstances of the Third Party Claim in reasonable detail, (ii) state the estimated amount of the indemnifiable Loss that has been or thirty days after 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 obligation is claimed or arises, failing which . The Indemnitee shall provide the Indemnifying Party shall be deemed with such other information known to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement it or defenses of such Third Party Claim and to retain counsel to act on in its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") possession 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 as the Indemnifying Party shallmay reasonably request. The Indemnifying Party, subject at its sole cost and expense, will have the right, upon written notice to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand Indemnitee within 30 days (or such earlier time as may be required by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability nature of the Indemnified Third Party under Claim) of receiving a Third Party Claim Notice, to assume the defense of the Third Party Claim in respect through counsel reasonably satisfactory to the Indemnitee; provided, that the Indemnitee shall be entitled to retain its own counsel, at its expense, and the Indemnitee may assume control of which such payment was madethe defense of the Third Party Claim, as finally determinedif at the Indemnifying Party’s expense (i) upon the advice of Indemnitee’s counsel, is less than a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the amount which was paid by same counsel to represent both the Indemnifying Party to the Indemnified Partyand Indemnitee in connection with a Third Party Claim, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control diligently prosecute the defense of the defense ofThird Party Claim or (iii) such Third Party Claim (A) seeks non-monetary relief or (B) involves criminal or quasi criminal allegations, or having assumed such control fails to defendand, any provided further, that if the aggregate dollar amount of the Third Party Claim, together with all other Third Party Claims of which the Indemnified Indemnifying - 77 - Party shall have is aware or has received Third Party Claim Notices, and all costs and expenses reasonably estimated to be incurred in connection with the exclusive right defense thereof, would exceed the Cap, the Indemnitee may, at its option, and to consentthe extent in excess of the Cap at its sole cost and expense, settle or pay assume the amount claimed, in which case defense of the Third Party Claim with counsel of its choice upon written notice to the Indemnifying Party shall be 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 within 15 days of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any receiving a Third Party Claim without the 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 paymentsNotice. (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.

Third Party Claims. (i) With 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 any Third Party Claimsthe subject matter of such claim, demand or circumstance (the “Notice of Claim”). The Indemnifying Party shall have the right, at its expense and at its election, right (but not the obligation) to assume and 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such any Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If at the Indemnifying Party’s expense) counsel of its choice, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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 reasonably acceptable to the Indemnified Party, to represent the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to . Notwithstanding the Indemnifying Party. (ii) If ’s election to appoint counsel to represent the Indemnifying 138358.00102/7150960v.7 Indemnified Party fails to assume control of the defense of, or having assumed such control fails to defend, in any Third Party Claim, the Indemnified Party shall have the exclusive right to consentemploy separate counsel, settle and the Indemnifying Party shall agree to and bear the reasonable fees, costs and expenses of 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 (10) days from the receipt of the Notice of Claim to notify the Indemnified Party whether or pay the amount claimed, in not it desires to defend such Third Party Claim failing which case the Indemnifying Party shall be responsible for paying any deemed to have waived such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Partyoption. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or The party assuming defense of any 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 Indemnifying Controlling Party shall not settle any 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 without the 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 paymentswith its own counsel and at its own expense. (iii) The Controlling Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of the Co-Party, provided that the Controlling Party shall (x) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (y) not encumber any of 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 the Indemnifying (z) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party shall cooperate fully with each other with respect to potentially affected by such Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (ia) With respect to any Third Party ClaimsClaim, the Indemnifying Party shall have the right, at its expense and at its electionexpense, to participate in or 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice defence of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. Claim; (b) If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defence of such Third Party Claim and to retain counsel to act on its behalf, but provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party (on a solicitor and his own client basis) unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). ; (c) If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, control and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the such Third Party Claim. ; (d) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law 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 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, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party 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 which that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) 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 be 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 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. (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.

Third Party Claims. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (a “Third-Party Claim”) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article V (an “Indemnified Party”) shall give prompt written notification to the Indemnifying Party (a “Third-Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a Third-Party Claim for which indemnification may be sought. For purposes of this Agreement, “Indemnifying Party” means (i) With respect in the case of a claim for indemnification by the Buyer or any of its Affiliates, the Sellers and (ii) in the case of a claim for indemnification by the Sellers or any of their respective Affiliates, the Buyer. Such Third-Party Claim Notice shall include a description in reasonable detail (to the extent then known by the Indemnified Party) of (A) the facts constituting the basis for such Third-Party Claim and (B) the amount of the Damages claimed (the “Third-Party Claim Amount”). No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Third liability or obligation hereunder except to the extent the Indemnifying Party Claimsis actually prejudiced thereby. Within thirty (30) Business Days after delivery of such Third-Party Claim Notice, the Indemnifying Party shall have may, upon written notice thereof to the rightIndemnified Party, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through with counsel of its choice reasonably acceptable satisfactory 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 Indemnifying Party shall reimburse the Indemnified Party for all of any such Third- Party Claim seeking (i) solely monetary damages or (ii) injunctive relief that would reasonably be expected to be immaterial to the operations or business of the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controland monetary damages. If the Indemnifying Party elects to does not assume control of such controldefense, the Indemnified Party shall have control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the right to be informed and consulted with respect to the negotiation, settlement or defenses Indemnifying Party assumes control of such Third Party Claim defense and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and a representation expenses of both counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for the Indemnified Party. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect thereto. The Indemnified Party by shall not agree to any settlement of such action, suit, proceeding or claim without the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability prior written consent of different defenses). If the Indemnifying Party, having elected which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not agree to assume any settlement of such controlaction, thereafter fails to defend suit, proceeding or claim that (x) does not include a complete release of the Third Indemnified Party Claim within a reasonable period of timefrom all liability with respect thereto, (y) includes any admission by, or finding adverse to, 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 the Third Party Claim. If or (z) imposes any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations liability 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 obligation on 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 madeeach case, 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. (ii) 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 be 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. (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.

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 (ia "Third Party Claim") With 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 participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claims, Claim 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 7.4(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 in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its expense own cost and at its electionexpense, to assume control of participate in 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the any Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by it subject to the Indemnifying Party shall be deemed Party's right to have elected not to assume such controlcontrol the defense thereof. If the Indemnifying Party elects not to assume compromise or defend such controlThird Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party shall have the right may, subject to be informed and consulted with respect to the negotiationSection 7.4(b), settlement or defenses of pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that Seller and Purchaser shall cooperate with each other in all reasonable respects in connection with the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 7.4) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the written consent defending party, management employees of the Indemnified Party, which consent shall not non-defending party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (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 theretoClaim.

Third Party Claims. (ia) With respect In the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any person who is not a party to any this Agreement or an affiliate of a party to this Agreement (a "Third Party ClaimsClaim") against an Indemnifying Party, the Indemnified Party shall give written notice together with a statement specifying the basis of such Third Party Claim to the Indemnifying Party within 20 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable upon written notice to the other party; provided, that it irrevocably agrees that Indemnified Party (the "Defense Notice") within 20 days after receipt from the Indemnified Party of notice of such Third Party Claim is covered which notice by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party for all shall have the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of right to approve the Defense counsel, which approval shall not be unreasonably withheld or delayed. (b) In the event that the Indemnifying Party Party, within such 20 day period, fails to assume such control shall be made within give the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlDefense Notice, the Indemnified Party shall have the right to be informed conduct the defense and consulted with respect to the negotiation, settlement or defenses of compromise and settle such Third Party Claim and to retain counsel to act on its behalfClaim, but the fees and disbursements without prior consent of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Indemnifying Party will be liable for any Loss and a representation of both Expense (including any settlement amounts) paid or incurred in connection therewith. (c) In the event that the Indemnifying Party and disputes the claim for indemnification against it, such Indemnifying Party shall notify the Indemnified Party by to such effect within 20 days after learning of such claim (or within such shorter time as may be necessary to give the same counsel would be inappropriate due Indemnified Party a reasonable opportunity to the actual or potential differing interests between them (respond to such as the availability of different defensesThird Party Claim). If In such event the Indemnified party shall have the right to conduct the defense to compromise and settle such Third Party Claim, without prior consent of the Indemnifying Party, having elected to assume and, once such control, thereafter fails to defend the Third Party Claim within dispute has been finally resolved in favor of indemnification by a reasonable period court or other tribunal of time, competent jurisdiction or by mutual agreement of the Indemnified Party shall be entitled to assume such controland Indemnifying Party, and the Indemnifying Party shall be bound by within 10 days of the results obtained date of such resolution or agreement, pay to the Indemnified Party any Loss or Expense (including any settlement amounts) paid or incurred by the Indemnified Party in connection with respect to the such Third Party Claim. If any Third Party Claim is of a nature such . (d) In the event that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject does deliver a Defense Notice and thereby elects to conduct 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 defense 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. (ii) 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 be 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 be entitled to have the exclusive control over the defense of the Third Party Claim and the Indemnified Party will cooperate in good faith with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at its expense to participate in the defense assisted by counsel of its own choosing. The Indemnifying Party will not settle the Third Party Claim or cease to defend against any Third Party Claim as to which it has delivered a Defense Notice, without the prior written consent of the Indemnified Party, which and except as set hereinafter set forth such consent shall will not be unreasonably withheld, conditioned withheld or delayed, unless . The Indemnified Party may withhold its consent if as a result of such settlement provides solely for monetary damages or cessation of defense, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other monetary paymentsobligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (iiie) The If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Indemnified Party and its affiliates relating to the claims underlying the offer of settlement and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall cooperate fully with each other be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the reasonable costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (f) Notwithstanding clause (d) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) to the extent such Third Party Claim involves criminal allegations against the Indemnified Party or (iv) if such Third Party Claim would impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, the Indemnifying Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (g) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, shall conclusively be deemed to be an obligation with respect to Third which the Indemnified Party Claims andis entitled to prompt indemnification hereunder. (h) A failure by an Indemnified Party to give timely, regardless of which party has control thereof complete or accurate notice as provided for hereinin this Section 9.4 will not affect the rights or obligations of any party hereunder except and only to the extent that, shall keep each other reasonably advised with respect theretoas a result of such failure, any party entitled to received such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially damaged as a result of such failure to give timely notice.

Third Party Claims. If Buyer or Seller, as the case may be (isingly or collectively, the "Indemnified Party"), shall receive notice of an action asserting a liability for which it is indemnified under this Article IX, it shall promptly notify, and in the case of indemnification sought under Sections 9.2(a) With respect and 9.3(a) within 30 days of receipt by the Indemnified Party of legal process or other written notification of the commencement of an action asserting such liability, the party against whom indemnity is sought (the "Indemnifying Party"). The failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from its obligations to provide indemnification hereunder, except to the extent its defense of the action is materially prejudiced thereby. Any such claim may be defended by any Third insurer whose policy covers the liability for such claim and provides for a defense thereof. In addition, the Indemnifying Party Claims, may participate in the defense of such action and may assume the defense with counsel satisfactory to the Indemnified Party if (a) the Indemnified Party agrees to assumption thereof by the Indemnifying Party or (b) the Indemnifying Party shall have confirmed in writing (without reservation or qualification) its obligation to provide indemnification for the right, at its expense and at 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 liability asserted in such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlaction. If the Indemnifying Party elects to assume such control, assumes the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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 Claimdefense, the Indemnifying Party shall will not settle any Third Party Claim the claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party, unless based on advice of counsel, shall reasonably conclude that the Indemnified Party's interests in such settlement provides solely for monetary damages action are materially inconsistent with those of the Indemnifying Party or other monetary payments. (iii) The that it may have defenses that are different from or in addition to those available to the Indemnifying Party, the Indemnified Party may use separate counsel to protect such interests and assert such defenses and otherwise participate in the defense of such action. If the Indemnifying Party shall cooperate fully assume the defense with each counsel satisfactory to the Indemnified Party, the Indemnifying Party shall not be liable for any legal expenses (other than investigation expenses) subsequently incurred by the Indemnified Party, unless the Indemnified Party shall have employed separate counsel in accordance 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 theretothe preceding sentence.

Third Party Claims. Promptly after the receipt by an Indemnified Party of any claim, action, suit or proceeding by any person who is not a party to this Agreement (collectively, an "Action") which is subject to indemnification hereunder, such party shall give written notice thereof to the Indemnifying Party. The Indemnified Party's failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Article, except to the extent the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such Action, and then only to the extent such prejudice is quantifiable. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) With respect admit in writing to any Third the Indemnified Party, the Indemnifying Party's liability to the Indemnified Party Claimsfor such Action under the terms of this Article; (ii) notify the Indemnified Party in writing of the Indemnifying Party's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall have cooperate with the rightparty assuming the defense, at its expense and at its election, to assume control compromise or settlement of the negotiation, settlement and defense of the Claim through counsel of its choice any such Action in accordance herewith in any manner that such party 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlrequest. If the Indemnifying Party elects to assume so assumes the defense of any such controlAction, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim employ separate counsel and to retain counsel to act on its behalfparticipate in (but not control) the defense, compromise, or settlement thereof, but the fees and disbursements expenses of such counsel shall be paid by the expense of the Indemnified Party unless (A) the Indemnifying Party consents has agreed to pay such fees and expenses, (B) any relief other than the retention payment of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and money damages is sought against the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party"C) 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. (ii) 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 been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the exclusive right to consentIndemnifying Party, and in any such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or pay compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the amount claimedprior written consent of the Indemnifying Party, in which case unless the Indemnifying Party shall be responsible for paying any have failed, after reasonable notice thereof, to undertake control of such Claim or, if paid by Action in the Indemnified Party, reimbursing the Indemnified Partymanner provided above in this Section 10.3. Whether or not the No Indemnifying Party assumes control of the negotiationshall, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which settle or compromise or consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other to entry of any judgment with respect to Third any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party Claims andunless such settlement, regardless compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of which party has control thereof as provided for herein, shall keep each other reasonably advised a release from all liability with respect theretoto such Action.

Third Party Claims. (ia) With respect to any If a claim, action, suit or proceeding by a Person who is not a party hereto or an Affiliate thereof (a “Third Party ClaimsClaim”) is made 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 8, such Indemnified Party shall promptly give a Notice of Claim to the party obligated to indemnify such Indemnified Party (such notified party, the Indemnifying “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 materially prejudiced thereby. The Responsible Party shall have twenty (20) days after receipt of such notice to assume the conduct and control, at the expense of the Responsible Party so long as the Responsible Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim (subject to the limitations set forth in this Article 8), of the settlement or defense thereof, and the Indemnified Party shall, at its sole cost and expense, reasonably cooperate with the Responsible Party in connection therewith; 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, then the Indemnified Party shall have the right, at its expense and at its election, right to assume control of pay or settle such Third Party Claim; provided that in such event it shall waive any right to indemnity by the negotiation, settlement and defense of Responsible Party for all Losses related to such claim unless 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 Indemnifying Responsible Party shall reimburse have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party for all within twenty (20) days after the receipt of the Indemnified Party's reasonable out-of-pocket expenses as a result ’s Notice of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party hereunder that it elects to assume such controlundertake 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 Responsible Party shall not, except with the consent of the Indemnified Party (which shall not be informed unreasonably withheld or delayed), consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third Party Claim, unless (x) such settlement, compromise or discharge does not involve any finding or admission of any violation of law or admission of any wrongdoing by the Indemnified Party and consulted with respect (y) the Responsible Party shall (i) pay or cause to the negotiation, be paid all amounts arising out of such settlement or defenses judgment concurrently with 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 the Company, (iii) obtain, as a condition of any settlement or other resolution, a complete and unconditional release of each Indemnified Party from any and all liability in respect of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of (iv) such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel settlement would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such controlnot, and the Indemnifying Party shall would not reasonably be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsexpected to, 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 affect adversely the Indemnified Party, reimburse ’s Tax liability. (b) All of the Indemnified Party for such payment. If parties hereto shall cooperate in the amount defense or prosecution of any liability of the Indemnified Party under the Third Party Claim in respect of which indemnity may be sought hereunder and each of Parent and the Surviving Entity (or a duly authorized representative of such payment was madeparty) shall (and shall cause the Group Companies to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, 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 Partymay be reasonably requested in connection therewith. (ii) 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 be 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 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. (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.

Third Party Claims. If any Indemnified Party receives notice of the assertion of any claim, issuance of any order or the commencement of any Legal Proceeding by any Person who is not a Party or an Affiliate of a Party, including any Governmental Authority (i) With respect to any a “Third Party ClaimsClaim”), against any such Indemnified Party and for which the Indemnifying Party are or may be required to provide indemnification under this Article VIII, then the Indemnified Party shall give written notice thereof, together with a statement of any available information regarding such Third Party Claim to the Parent or the representative to be identified by the Company prior to Closing (the “Indemnifying Stockholder Representative”), as applicable, within thirty (30) days after learning of such Third Party Claim; provided, however, that failure to give such written notice within any particular time period shall not affect the Indemnified Party’s right to indemnification except if, 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, upon written notice to the Indemnified Party within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense and at expense, the defense against such Third Party Claim in its electionown name, to assume control or if necessary in the name of the negotiation, settlement and defense of the Claim through Indemnified Party with counsel of its own choice and 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which and the Indemnifying Party shall be deemed to have elected not to assume such control. If liable for defense costs incurred by the Indemnified Party if the Indemnifying Party elects is required to assume indemnify the Indemnified Party for the Third Party Claim pursuant to this Section 8.05. In the event that the Indemnifying Party 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 the Indemnifying Party will cooperate with and make available to the Indemnified Party such controlassistance and materials as may be reasonably requested by the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it at the Indemnifying Party’s expense (subject to the Indemnifying Party’s and their advisors agreeing in such form as the Indemnified Party may reasonably require to keep all such materials confidential and to use it only for the purpose of investigating and defending such claim), and the Indemnified Party shall have the right, at the Indemnified Party’s expense, to participate in the defense assisted by counsel of the Indemnified Party’s own choosing; provided that if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may assume its own defense at the Indemnified Acquiror’s expense. The Indemnified Party shall have the right to be informed compromise and consulted with respect to the negotiation, settlement or defenses of such settle a Third Party Claim and to retain counsel to act on its behalf, but only with the fees and disbursements prior written consent of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defensesapproval not to be unreasonably withheld, conditioned or delayed). If Without the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) 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 be 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. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with will not enter into any settlement of any Third Party Claim that (a) grants any injunctive or other equitable relief against the Indemnified Party, (b) does not include as an unconditional term the giving by each other claimant or plaintiff in such Third Party Claim to the Indemnified Party an unconditional release from all Liability with respect to such Third Party Claims andClaim, regardless (c) may reasonably be expected to have a material adverse effect on the affected business of which party has control thereof as provided the Indemnified Party, or (d) includes a provision for hereinDamages or potential Damages in excess of the value of the then-remaining Escrow Shares, shall keep each other reasonably advised with respect theretoif applicable.

Third Party Claims. (ia) With respect 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 ClaimsClaim”), 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 materially prejudiced (and then solely to the extent of such prejudice). (b) The Indemnifying Party shall have the right, at its expense and at its electionupon written notice to the Indemnified Party within thirty (30) days of receipt of the Claims Notice, to assume control of the negotiation, settlement and defense of thereof at 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 Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election expense of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by the Indemnifying Party shall be deemed and reasonably satisfactory to have elected not to assume such controlthe Indemnified Party. If the Indemnifying Party elects does not expressly elect to assume the defense of such controlThird Party Claim within the time period set forth in this Section 8.06(b), the Indemnified Party shall have the sole right to be informed and consulted with respect to assume the negotiation, settlement or defenses defense of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of settle such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of 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 the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, 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. (ii) If the Indemnifying Party fails to assume control of assumes the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have shall, at the exclusive right to consentIndemnifying Party’s expense, settle or pay the amount claimed, in which case cooperate with the Indemnifying Party shall be responsible for paying any in such Claim ordefense and make available to the Indemnifying Party all witnesses, if paid by pertinent records, materials and information in the Indemnified Party, reimbursing ’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not If 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 not, without the prior written consent of the Indemnified Party, which consent shall Party (not to be unreasonably withheld, conditioned or delayed), unless enter into any settlement or compromise or consent to the entry of any judgment with respect to such settlement provides solely for monetary damages Third Party Claim if such settlement, compromise or other monetary payments. 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) The imposes equitable remedies or any obligation on the Indemnified Party and other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Whether or not the Indemnifying Party shall cooperate fully with each other assumes the defense of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder 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 theretoany settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent.