Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 12.4, Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) With respect to any Tax Controversy, Seller shall notify Buyer of the existence of any Tax Controversy and shall promptly furnish to the Buyer, upon receipt, a copy of all relevant notices, letters, reports and other documents. Seller shall provide Buyer any information reasonably necessary to resolve any Tax Controversy and will execute any powers of attorney that are required to allow the Buyer to effectively discharge its obligations in respect of the Tax Controversy.

Third Party Claims. (a) Promptly (and in any event within thirty (30) days) after receipt by a Person entitled to indemnity indemnification under Section 6.2, 6.3 9.2 or 6.4 (an "Indemnified Person") 9.3 of notice of the assertion of a Third-Party Claim against itClaim, such Indemnified Person shall give notice to the Person or Persons obligated to indemnify under such Section (each, an "“Indemnifying Person"”) of the assertion of such Third-Party Claim; provided, provided that the failure to notify the Indemnifying Person will shall not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is actually and materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a9.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or inappropriate, (ii) greater than 50% of the Indemnifying Person fails Damages are reasonably anticipated to provide reasonable assurance to be incurred by the Indemnified Person of its financial capacity because such Damages constitute De Minimis Damages or exceed the applicable maximum limit (if any) for indemnification contained in Section 9.4, (iii) material equitable or other non-monetary relief is sought from any Indemnified Person pursuant to defend such Third-Party Claim and provide indemnification with respect or (iv) the claim is brought by a Governmental Body(except for Claims relating to such Third-Party ClaimTaxes), ) to assume the defense of such Third-Party Claim. Notwithstanding the foregoing, in the case of a Third Party Claim with counsel for Taxes relating to a Straddle Period, the Party that prepared the Tax Return relating to such Straddle Period shall control the Third Party Claim; provided that the Indemnified Person and the Indemnifying Person shall jointly control such Third Party Claim if and to the extent that there is a material risk of its choicethe Indemnified Person and the Indemnifying Person incurring material Damages. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 IX for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will, unless additional information at the time of the assumption emerges to change this conclusion, conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification (but no such assumption shall affect the applicability of any limit on indemnification contained in Section 9.4), and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any material violation of Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the . The Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If consent if required pursuant to the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimimmediately preceding sentence. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten twenty (1020) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: IX (including any Specified Matters): (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully reasonably informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any ; provided, that the Indemnifying Party shall pay the reasonable Third-Party Claim subject out-of-pocket expenses incurred in providing such cooperation (including reasonable legal fees and disbursements) by the Party providing such cooperation but shall not be required to indemnification under this Article 6compensate such Party for time spent by its officers, the parties agree to cooperate directors, employees or agents in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegecooperation.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, Seller and each Shareholder hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Shareholders with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify it under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and to provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, Company and Seller hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Company and Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the a defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) 9.6.1 Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this Article 9 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section Indemnified Person (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided provided, that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) 9.6.2 If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) 9.6.1 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in assume the defense of such Third-Party Claim and, with counsel reasonably satisfactory to the extent that it wishes (unless Indemnified Person, unless: (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate; or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages Damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability Liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days 15 Business Days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume assumption of the defense of such Third-Party ClaimClaim as provided for herein, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. 9.6.3 Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (c) which may not be unreasonably withheld or delayed). 9.6.4 With respect to any Third-Party Claim subject to indemnification under this Article 69: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) 9.6.5 With respect to any Third-Party Claim subject to indemnification under this Article 69, the parties Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the all applicable attorney-client and work-product privileges. In connection therewith, each party agrees thatParty shall: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law Legal Requirement and rules of procedure), ; and (ii) to the extent possible, make all communications between any party hereto Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as in a manner to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a The Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of shall give notice of the assertion of a Third-Party Claim against itto the Indemnifying Person; provided, such however, that no failure or delay on the part of an Indemnified Person shall give notice to the Person obligated to indemnify under such Section (in notifying an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Section 9 except to the extent that the Indemnifying Person demonstrates that failure or delay materially prejudices the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and by the Indemnified Person determines Indemnifying Person. (i) Except as provided in good faith that joint representation would be inappropriate or (ii) Section 9, the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), may elect to assume the defense of such Thirdthe third-Party Claim party claim with counsel of its choice. After satisfactory to the Indemnified Person by (a) giving notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim and (b) giving the Indemnifying Indemnified Person shall not, so long as it diligently conducts such defense, be liable evidence acceptable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect that the Indemnifying Person has adequate financial resources to defend against the defense of such Third-Party Claim. Claim and fulfill its obligations under this Section 9, in each case no later than ten (10) days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 9.3(a). (ii) If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation, (B) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any loss arising, directly or indirectly, from or in connection with the Third-Party Claim, (C) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (AI) there is no finding or admission of any violation by the Indemnified Person of Legal Requirement any Laws or any violation of the rights of any Person; , (BII) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (CD) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. consent. (iii) If the Indemnifying Person assumes does not assume the defense of a Third-Party Claim in the manner and within the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Partyperiod provided in Section 9.3(b)(i), or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume not diligently conduct the defense of such a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person will and the Indemnifying Person shall be bound by any determination made in resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to relief under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. (d) Notwithstanding the provisions of Section 11.12, the Parties consent to the nonexclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 9.3: (i) both the any Indemnified Person and the any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings proceeding at all stages thereof where such Person is not represented by its own counsel, and (ii) both the parties agree (each at its own expense) to Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and to reasonably shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With In addition to Section 10, with respect to any Third-Party Claim subject to indemnification under this Article 6Section 9.3, the parties agree to Parties shall cooperate in such a manner as to preserve reserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-work product privileges. In connection therewith, each party Party agrees that: (i) it will shall use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information confidential information (consistent with applicable law Law and rules of procedure), ) and (ii) all communications between any party hereto Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Any claim under this Section 9.3 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 10.2 or 6.4 10.3 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a10.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 10 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 11.4, Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 610: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 610, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person Party entitled to indemnity under Section 6.2, 6.3 or 6.4 6.2 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "the “Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a6.3(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (A) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (Ax) there is no finding or admission of any violation of Legal Requirement any applicable law or any violation of the rights of any Person; (By) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Cz) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6: , (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party Party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 Sections 8.2 or 6.4 8.3 (an "“Indemnified Person"”) of notice of the assertion of any claim against any Indemnified Person by a third party (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that (and only to the extent that) such failure is demonstrated by the Indemnifying Person demonstrates to have actually caused the Damages for which it is obligated to pay hereunder to be greater than such Damages that the defense of such Third-Party Claim is prejudiced by would have been payable had the Indemnified Person's failure Person given the prompt notice required hereby. Such notice shall be accompanied by copies of all relevant documentation with respect to give such noticeThird Party Claim, including any summons, complaint or other pleading that may have been served, any written demand or any other relevant document or instrument. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim at its own cost and expense and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith based upon the advice of counsel that joint representation would be inappropriate or inappropriate, (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim Claim, or (iii) Parent asserts a claim against the Escrow Fund and provide indemnification with respect to such the amount of Damages sought in the Third-Party ClaimClaim is greater than the amount remaining in the Escrow Fund), to assume the defense of such Third-Party Claim with counsel of satisfactory to the Indemnified Person, subject to the Indemnified Person’s right to participate in such defense at its choiceown expense. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VIII for any fees of other the Indemnified Person’s counsel or any other expenses with respect to the defense of such Third-Party Claim subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation or to the extent incurred at the Indemnifying Person’s request in connection with its defense of the claim. If the Indemnifying Person assumes control of the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying PersonPerson or out of the Escrow Fund; and (Ciii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, then the Indemnified Person can manage such Third Party Claim in accordance with the terms and conditions herein. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith based upon the advice of counsel 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, or such Third-Party Claim involves any material matter beyond the scope of or in excess of the indemnification obligations hereunder, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination made in such of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected by without its consent (which consent may not be unreasonably withheld, conditioned or delayed) and, for the Indemnified Personavoidance of doubt, the Indemnifying Person shall not be obligated to indemnify any Person pursuant to Section 8.2(c) in connection with any compromise or settlement effected without its consent (which consent may not be unreasonably withheld, conditioned or delayed). (cd) With respect to any Third-Party Claim subject to indemnification under this Article 6VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 6VIII, the parties agree to shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or has participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party parties hereto and counsel responsible for or participating in the defense of any Thirdthird-Party Claim shallparty claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person the Party entitled to indemnity under Section 6.2, 6.3 10.2 or 6.4 10.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give written notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give give, or undue delay in giving, such written notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a10.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim Claim, with counsel of its choicesatisfactory to the Indemnified Person, acting reasonably. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 X for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (Aa) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (Bb) the sole relief provided is monetary damages that are paid or payable in full by the Indemnifying Person; and (Cc) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days Business Days after the Indemnified Person's ’s written notice is givenreceived, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall be deemed to have waived such right to assume the defense and the Indemnified Person may agree to any compromise or settlement in respect of such Third Party Claim. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim. (d) In all cases, the Indemnifying Person will not be bound by any determination made in such of any Third-Party Claim so defended by the Indemnified Person for the purposes of this Agreement or any compromise or settlement effected by the Indemnified Personwithout its Consent. (ce) Notwithstanding the provisions of Section 12.9, the Indemnifying Person hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against the Indemnified Person for purposes of any claim that the Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein. (f) With respect to any Third-Party Claim subject to indemnification under this Article 6X: (i) both Both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (dg) With respect to any Third-Party Claim subject to indemnification under this Article 6X, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a The Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of shall give notice of the assertion of a Third-Party Claim against itto the Indemnifying Person; provided, such however, that no failure or delay on the part of an Indemnified Person shall give notice to the Person obligated to indemnify under such Section (in notifying an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Section 9 except to the extent that the Indemnifying Person demonstrates that failure or delay materially prejudices the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and by the Indemnified Person determines Indemnifying Person. (i) Except as provided in good faith that joint representation would be inappropriate or (ii) Section 9, the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), may elect to assume the defense of such Thirdthe third-Party Claim party claim with counsel of its choice. After satisfactory to the Indemnified Person by (a) giving notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim and (b) giving the Indemnifying Indemnified Person shall not, so long as it diligently conducts such defense, be liable evidence acceptable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect that the Indemnifying Person has adequate financial resources to defend against the defense of such Third-Party Claim. Claim and fulfill its obligations under this Section 9, in each case no later than ten (10) days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 9.3(a). (ii) If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation, (B) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any loss arising, directly or indirectly, from or in connection with the Third-Party Claim, (C) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (AI) there is no finding or admission of any violation by the Indemnified Person of Legal Requirement any Laws or any violation of the rights of any Person; , (BII) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (CD) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. consent. (iii) If the Indemnifying Person assumes does not assume the defense of a Third-Party Claim in the manner and within the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Partyperiod provided in Section 9.3(b)(ii), or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume not diligently conduct the defense of such a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person will and the Indemnifying Person shall be bound by any determination made in resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to relief under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. (d) Notwithstanding the provisions of Section 11.12, the Parties consent to the nonexclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 9.3: (i) both the any Indemnified Person and the any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings proceeding at all stages thereof where such Person is not represented by its own counsel, and (ii) both the parties agree (each at its own expense) to Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and to reasonably shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With In addition to Section 10, with respect to any Third-Party Claim subject to indemnification under this Article 6Section 9.3, the parties agree to Parties shall cooperate in such a manner as to preserve reserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-work product privileges. In connection therewith, each party Party agrees that: (i) it will shall use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information confidential information (consistent with applicable law Law and rules of procedure), ) and (ii) all communications between any party hereto Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Any claim under this Section 9.3 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

Third Party Claims. (a) Promptly after After receipt by a an Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of any claim or the assertion commencement of a Third-Party Claim against itany action by any third party, such the Indemnified Person shall give notice shall, if a claim is to the Person obligated to indemnify be made by it under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claimthis Article 8, provided that the failure to notify the Indemnifying Person will not relieve in writing of the Indemnifying Person claim or the commencement of that action. If any liability that it may have to any such claim or action shall be brought against an Indemnified Person, except to the extent that and it shall notify the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in have the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), right to assume the defense of such Third-Party Claim claim or action with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from If the Indemnifying Person to the Indemnified Person of its election to assume assumes the defense of such Third-Party Claimclaim or action, the Indemnifying Person shall not, so long as it diligently conducts such defense, not be liable to the Indemnified Person under this Article 6 8, for any fees of other counsel legal or any other expenses subsequently incurred by the Indemnified Person in connection with respect to the defense after such assumption by the Indemnifying Person, other than reasonable costs of investigation; provided, however, any Indemnified Person shall have the right to employ separate counsel in any such claim or action and to participate in the defense but the fees and expenses of such Third-Party Claim. If counsel shall be at the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement expense of such Third-Party Claim may be effected Indemnified Person unless (i) the employment has been specifically authorized by the Indemnifying Person without the Indemnified Person's Consent unless in writing, (Aii) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the such Indemnified Person shall have no liability with respect been advised by such counsel that there may be one or more legal defenses available to any compromise it which are different from or settlement of such Third-Party Claim effected without its Consent. If additional to those available to the Indemnifying Person assumes and in the defense reasonable judgment of a Third-Party Claim and the such counsel it is advisable for such Indemnified Party thereafter settles Person to employ separate counsel or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and (iii) the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election has failed to assume the defense of such Third-Party Claimclaim or action and employ counsel reasonably satisfactory to the Indemnified Person, in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the Indemnifying Person, the Indemnifying Person will be bound by any determination made in shall not have the right to assume the defense of such Third-Party Claim claim or any compromise or settlement effected by the action on behalf of such Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and , it being understood, however, that the Indemnifying Person shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties, which firm shall be designated in writing by such Indemnified Parties. Each Indemnified Person, as a condition of the case may beindemnity agreements contained herein, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by use its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree reasonable best efforts to cooperate in such a manner as to preserve in full (to with the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating Indemnifying Person in the defense of any Third-Party Claim shallsuch claim or action. The Indemnifying Person shall not be liable for any settlement of any such claim or action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment in favor of the plaintiff in any such claim or action, the Indemnifying Person agrees to the extent possible, be made so as to preserve indemnify and hold harmless any applicable attorney-client Indemnified Person from and against any loss or work-product privilegeliability by reason of such settlement or judgment.

Third Party Claims. (a) Promptly No later than ten (10) Business Days after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7.2 or 6.4 7.3 or 2.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party ClaimClaim and a copy of any writing by which, provided that the such Third-Party assertion is made. The failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 7.6(b) for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 7 and Section 2.4: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 7 and Section 2.4, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. No later than ten (a10) Promptly Business Days after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 7 hereof (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party ClaimClaim and a copy of any writing by which, provided that the such Third-Party assertion is made. The failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) . If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) hereunder of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) ), the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 hereunder for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) , the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) and, the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party which shall not be released from any and all liability or obligation with respect to such Third-Party Claimunreasonably withheld. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. 7.3.6.1 Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (c) which may not be unreasonably withheld). 7.3.6.2 Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. 7.3.6.3 With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) Section 7, both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) 7.3.6.4 With respect to any Third-Party Claim subject to indemnification under this Article 6Section 7, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7.2 or 6.4 Section 7.3 (an "“Indemnified Person"”) of notice of the assertion of any claim against such Indemnified Person by a third party (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to (i) with respect to Section 7.2, the Person Members’ Representative, and (ii) with respect to Section 7.3, the Emdeon Entities (in either case, an “Indemnifying Person”; provided that the parties acknowledge, for the avoidance of doubt, that the Members’ Representative is not obligated to indemnify any Person under such Section (an "7.2 and references to liability of the Indemnifying Person") Person shall be references to claims against the Escrowed Consideration or pursuant to the Indemnification Agreements, as applicable), of the assertion of such Third-Party Claim; provided, provided however, that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have owed to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. For the avoidance of doubt, it is acknowledged that any claims for Damages made by the Emdeon Entities under this Section 7.7 on or before the date that is eighteen (18) months after the Closing Date will be made in accordance with the terms of the Escrow Agreement (including the time periods and procedures set forth therein governing any such claims and responses to claims), and that any claims for Damages made by the Emdeon Entities under this Section 7.7 after the date that is eighteen (18) months after the Closing Date will be made in accordance with the terms of the Indemnification Agreements. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from If the Indemnifying Person provides notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VII for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in any such case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any PersonRequirement; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten twenty (1020) days Business Days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if either (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person reasonably determines on advise of counsel that joint representation would be reasonably likely to result in an ethical conflict of interest for the defending law firm or (ii) the Indemnified Person reasonably determines that a Third-Party Claim will adversely affect the Indemnified Person in any material respect other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement (it being agreed that a Joint IP Third-Party Infringement Claim will constitute such a claim by the Emdeon Entities), then the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim; provided, however, that (x) the costs and expenses of the defense (including attorneys’ fees) of such Third-Party Claim shall be borne by the Indemnified Person to the extent that (but only to the extent that) any such Third-Party Claim is attributable to any matter for which the Indemnified Person is not entitled to indemnification or reimbursement hereunder other than by reason of the limitations in Section 7.4(a) or Section 7.5(a), as applicable, and (y) the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6VII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person is not represented in such proceedings by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly No later than ten (10) Business Days after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7.2 or 6.4 7.3 or 2.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the Claim and a copy of any writing by which such Third-Party assertion is made. The failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 7.6(b) for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim subject may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Article 6: (i) both Agreement, the Indemnified Person and may, by notice to the Indemnifying Person, as assume the case may beexclusive right to defend, shall keep the other Person fully informed of the status of compromise or settle such Third-Party Claim and Claim, but the Indemnifying Person will not be bound by any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). Sellers hereby consent to the nonexclusive jurisdiction of any court in which it has assumed or participated a Proceeding in the defense, to avoid production respect of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any a Third-Party Claim shall, is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the extent possible, matters alleged therein and agree that process may be made so as served on Sellers with respect to preserve any applicable attorney-client or work-product privilegesuch a claim anywhere in the world.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, Seller and each Shareholder hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Shareholders with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt A Person benefited by a Person entitled to indemnity under Section 6.2Sections 12.1, 6.3 12.2, or 6.4 12.3 (an "“Indemnified Person"”) of shall give notice of the assertion of a Third-Party Claim against itto Sellers or Buyer (an “Indemnifying Person”), such as the case may be; provided, however, that no failure or delay on the part of an Indemnified Person shall give notice to the Person obligated to indemnify under such Section (in notifying an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Article 12 except to the extent that the Indemnifying Person demonstrates that failure or delay materially prejudices the defense of such the Third-Party Claim is prejudiced by the Indemnified Indemnifying Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Except (i) As provided in Section 6.8(a) of the assertion of a Third-Party Claim12.7(c), the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), may elect to assume the defense of such the Third-Party Claim with counsel of its choice. After satisfactory to the Indemnified Person by (A) giving notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim and (B) giving the Indemnifying Indemnified Person shall not, so long as it diligently conducts such defense, be liable evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third-Party Claim and fulfill its obligations under this Article 6 for any fees 12, in each case no later than 10 days after the Indemnified Person gives notice of other counsel or any other expenses with respect to the defense assertion of such a Third-Party Claim. Claim under Section 12.7(a). (ii) If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation; (B) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent which shall not be unreasonably withheld unless (AI) there is no finding or admission of any violation by the Indemnified Person of any Legal Requirement or any violation of the rights of any Person; , (BII) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and and (C) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. consent, provided that such consent was not unreasonably withheld. (iii) If the Indemnifying Person assumes does not assume the defense of a Third-Party Claim in the manner and within the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Partyperiod provided in Section 12.6(b)(i), or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume not diligently conduct the defense of such a Third-Party Claim, the Indemnifying Indemnified Person will be bound by any determination made in such may conduct the defense of the Third-Party Claim or any compromise or settlement effected by at the Indemnified expense of the Indemnifying Person. (c) Notwithstanding the provisions of Section 13.13, the Parties consent to the nonexclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6: 12: (i) both the any Indemnified Person and the any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings Proceeding at all stages thereof where such Person is not represented by its own counsel, and ; and (ii) both the parties agree (each at its own expense) to Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and to reasonably shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 612, the parties agree to shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: : (i) it will shall use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information confidential information (consistent with applicable law and rules of procedure), and ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 Section 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 Section 11.4 (each, an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (each, an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give or delay in giving such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles , which Consent shall not be unreasonably withheld or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimdelayed. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) business days after receipt of the Indemnified Person's notice is given’s notice, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld or delayed). (d) Seller and Anton hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Anton with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a an Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a claim against it by a third party (i.e., a Person that is not a Party to this Agreement or an Affiliate of a Party to this Agreement) for which the Indemnified Person is entitled to indemnity hereunder (a “Third-Party Claim against itClaim”), such the Indemnified Person shall give notice (the “Third-Party Claim Notice”) to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim; provided, provided however, that the failure to promptly notify the Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is actually materially prejudiced by the Indemnified Person's ’s failure to give such notice. Such Third Party Claim Notice 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 Person. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party ClaimClaim Notice to the Indemnifying Person, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, (subject to the extent that it wishes (unless (ifurther provisions of this clause) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnifying Person by providing written notice of its choiceintention to do so to the Indemnified Person within fourteen (14) days of delivery of the Third-Party Claim Notice. After written notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to keep the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to informed regarding the defense progress of such Third-Party ClaimClaim (including providing the Indemnified Person with copies of any material plans, reports or communications with or submitted to any Governmental Authority or third party). If Notwithstanding the foregoing, the Indemnifying Person assumes shall not be entitled to undertake or continue the defense, compromise and settlement of any Third-Party Claim if: (i) the Third-Party Claim relates to or arises in connection with any fraud, criminal matter, or indictment; (ii) the Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Person or any of its Affiliates; (iii) the Third-Party Claim is brought by a material customer or supplier of the Purchaser or the Business; or (iv) the defense of such matter is assumed by, or capable of being assumed by, the insurance company providing insurance under the R&W Insurance Policy. (c) For so long as the Indemnifying Person has the right to control the defense of a Third-Party Claim, no the Indemnified Person shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim, with counsel selected by it, as to which such Indemnifying Person exercises its right to control the defense thereof. If the Indemnifying Person elects not to compromise or settlement defend such Third-Party Claim, fails to notify the Indemnified Person in writing (email being sufficient pursuant to Section 10.2) of its election to defend as provided in this Agreement or loses the right to control the defense thereof, the Indemnified Person may 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 (subject to the limitations on indemnification and the recovery of Losses provided herein). The Parties shall (and shall use commercially reasonable efforts to cause their respective Affiliates and Representatives to) cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim may be effected by Claim. (d) In the event the Indemnifying Person assumes the defense of any Third-Party Claim, the Indemnifying Person shall not enter into a compromise or settlement of any Third-Party Claim without the prior written consent of the Indemnified Person's Consent unless Person (Awhich consent shall not be unreasonably withheld, conditioned or delayed), unless: (i) there is no finding or admission of any violation of Legal Requirement or any violation of Law by the rights of any PersonIndemnified Person in such settlement; (Bii) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) such settlement provides, in customary form, for the release of the Indemnified Person shall have no liability and all its Affiliates and Representatives from all Liabilities in connection with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person party hereto entitled to indemnity under Section 6.2, 6.3 8.1 or 6.4 Section 8.2 (an "“Indemnified Person"”) of notice of the assertion of a claim for which such party hereto is entitled to indemnity hereunder against it by a third party (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to the Person party hereto obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VIII for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of Legal Requirement Law or any violation of the rights of any Personparty; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume assumption of the defense of such Third-Party Claimclaim as set forth above, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect , and shall be liable to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person for any costs and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating expenses incurred in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegesuch claim.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.213.2, 6.3 13.3 (to the extent provided in the last sentence of Section 13.3) or 6.4 13.4 (an "Indemnified PersonINDEMNIFIED PERSON") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying PersonINDEMNIFYING PERSON") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a13.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 13 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 15.4, Bizarre and each Shareholder hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any JKP Sub Indemnified Person for purposes of any claim that a JKP Sub Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Bizarre and Shareholders with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 613: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 613, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 7.1 (an "“Indemnified Person"”) of notice of the assertion by a third-party of a Third-Party Claim claim, threatened claim or Proceeding, against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claimclaim, threatened claim or Proceeding, provided that the failure to so notify the Indemnifying Person will shall not relieve the Indemnifying Person of any liability that it may have to any such Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim action is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.2(a) of the assertion of a Thirdthird-Party Claimparty claim, threatened claim or Proceeding, the Indemnifying Person shall be entitled to participate in the defense of such Thirdthird-Party Claim party claim, threatened claim or Proceeding and, to the extent that it wishes desires (unless (i) the Indemnifying Person is also a Person against whom the Thirdthird-Party Claim party claim, threatened claim or Proceeding is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claiminappropriate), to assume the defense of such Thirdthird-Party Claim party claim, threatened claim or Proceeding with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Thirdthird-Party Claimparty claim, threatened claim or Proceeding, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 7.2 for any fees of other counsel or any other expenses with respect to the defense of such Thirdthird-Party Claimparty claim, threatened claim or Proceeding in each case subsequently incurred by the Indemnified Person in connection with the defense thereof, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Thirdthird-Party Claimparty claim, threatened claim or Proceeding, no compromise or settlement of such Thirdthird-Party Claim party claim, threatened claim or Proceeding may be effected by the Indemnifying Person without the Indemnified Person's Consent consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Thirdthird-Party Claim party claim, threatened claim or Proceeding and the Indemnifying Person does not, within ten (10) 30 days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claimclaim, threatened claim or Proceeding, the Indemnifying Person will be bound by any determination made in such Third-Party Claim claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, participate in the defense, compromise or settlement of such third-party claim, but the Indemnifying Person will not be bound by any determination of any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld, conditioned or delayed). (d) With respect to any Third-Party Claim claim subject to indemnification under this Article 6: Section 7.2, (ia) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (iib) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimclaim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) 11.7.1 Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) 11.7.2 If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) 11.8.1 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (I) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (II) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. 11.7.3 Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (c) which may not be unreasonably withheld). 11.7.4 Notwithstanding the provisions of Section 13.4, Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. 11.7.5 With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) 11.7.6 With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after At any time on or before the twentieth (20th) day following receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a Claim Notice with respect to a third-party claim (a “Third-Party Claim”), the Indemnifying Person may assume the defense of such matter, subject to the consent of Acquiror if the Third-Party Claim against itconcerns any Company-Owned IP Rights or the Subject Patent (such consent not to be unreasonably withheld, conditioned or delayed), by providing written notice of such Indemnified Person shall give notice assumption to the Person obligated to indemnify under such Section Indemnified Person; provided, that (an "Indemnifying Person"i) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve shall retain counsel, at the expense of the Indemnifying Person of any liability that it may have to any Indemnified Person, except reasonably acceptable to the extent that the Indemnifying Indemnified Person demonstrates that the defense of and defend such Third-Party Claim is prejudiced by actively and diligently, (ii) the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to may participate in the defense of such Thirdclaim, at its own expense, with co-Party Claim andcounsel of its choice, to the extent that it wishes and (unless (iiii) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance may not consent to the Indemnified Person entry of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses judgment with respect to the defense matter or enter into any settlement with respect to the matter without the consent of the Indemnified Person if (x) such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise entry or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no involves any finding or admission of any violation of Legal Requirement or otherwise contains or requires any violation admission of the rights guilt, fault or liability of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect or any of its Affiliates, (y) does not cause each Indemnified Person to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim be fully and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be unconditionally released from any and all liability or obligation with respect to such Third-Party Claim, or (z) imposes any equitable remedies or non-monetary obligations on the Indemnified Person. If notice is given to an Indemnifying Person Any entry of judgement, settlement or compromise that does not comply with the preceding sentence shall not be determinative of the assertion amount of Damages with respect to any Third-Party Claim and related claims for indemnification pursuant to this Article IX. (b) If the Indemnifying Person does not, within ten (10) days after has the Indemnified Person's notice is given, give notice right to the Indemnified Person of its election and elects to assume the defense of such defend any Third-Party Claim, the Indemnifying Person will shall (i) promptly submit to the Indemnified Person copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith, (ii) permit the Indemnified Person and its counsel to confer on the conduct of the defense thereof, and (iii) to the extent practicable, permit the Indemnified Person and its counsel an opportunity to review all legal papers to be bound by submitted prior to their submission. The parties hereto agree to use commercially reasonable efforts to cooperate with each other in connection with the defense, negotiation or settlement of any determination made in such Third-Party Claim or any compromise or settlement effected Claim, including by the Indemnified Personproviding access to each other’s relevant business records and other documents and employees. (c) With respect Notwithstanding the provisions of Section 9.6(a), the Indemnifying Person shall not be entitled to assume the defense of any Third-Party Claim subject to indemnification under this Article 6: that (i) both the Indemnified Person and the Indemnifying Personrelates to or arises in connection with a criminal action or an action brought by a Governmental Entity, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) seeks (in part or in whole) an injunction or equitable or non-monetary relief against the parties agree Indemnified Person, (each at its own expenseiii) would reasonably be expected to render result in Damages in excess of the Indemnified Person’s right to each other recover from the Indemnifying Person pursuant to this Article IX or (iv) involves a claim in which the Indemnifying Person has failed or is failing to actively and diligently prosecute or defend such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect If the Indemnifying Person is not entitled to any assume control of the defense of such Third-Party Claim subject or, within such thirty- (30-)day period, does not provide written notice to indemnification under this Article 6the Indemnified Person in accordance with Section 9.6(a) properly assuming the defense of such matter, the parties agree Indemnified Person shall have the right to cooperate in control the defense of such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim and may defend against the matter in which any manner that it reasonably may deem appropriate with counsel of its own choice, at the cost and expense of the Indemnified Person. If the Indemnified Person has assumed or participated in the defense, defense pursuant to avoid production of Confidential Information (consistent with applicable law and rules of procedurethis Section 9.6(d), and it shall not agree to any settlement without the written consent of the Indemnifying Person (ii) all communications between any party hereto and counsel responsible for which consent shall not be unreasonably withheld, conditioned, or participating delayed), provided that the Indemnifying Person acknowledges in writing it is obligated to indemnify the defense of any Indemnified Person with respect to such Third-Party Claim shallClaim. (e) Section 6.6(d) shall exclusively govern with respect to any Tax Claim, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegeand this Section 9.6 shall not apply.

Third Party Claims. (a) Promptly after receipt by a any Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the commencement or assertion of any action, proceeding, demand, claim or investigation by a Third-Party Claim against itthird party (including any Governmental Authority) or circumstances which, with the lapse of time, such Indemnified Person believes is likely to give rise to an action, proceeding, demand, claim or investigation by a third party (an “Asserted Liability”) that may result in a Loss, such Indemnified Person shall give written notice thereof (the “Claims Notice”) to the Person obligated to indemnify under such Section Representative (an "if the Securityholders are the Indemnifying Person"Persons) or the Parent (if the Parent and the Surviving Corporation are the Indemnifying Persons). The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary) of the assertion Loss that has been or may be suffered. Subject to the limitations set forth in Sections 8.1 and 8.4, the failure of the Indemnified Person to exercise promptness in such notification shall not amount to a waiver of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except claim unless and only to the extent that the resulting delay materially and adversely prejudices the position of the Indemnifying Person demonstrates that the defense of with respect to such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such noticeclaim. (b) If The Indemnifying Person shall be, subject to the limitations set forth in this Section 8.5, entitled to assume control of and appoint lead counsel for such defense; provided, that the Indemnifying Persons shall not have the right to assume control of the defense of any Asserted Liability (i) to the extent that the object of such Asserted Liability is to obtain an injunction, restraining order, declaratory relief or other non-monetary relief against the Indemnified Person gives which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Person, (ii) if the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Persons and the Indemnifying Persons and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Persons) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to Indemnifying Persons, or (iii) if such action or proceeding involves, or could reasonably be expected to have an effect on, matters in an amount that is more than two hundred percent (200%) of the scope of the indemnification obligation of the Indemnifying Persons; provided, further, that to exercise such rights the Indemnifying Person must give notice to the Indemnified Person within thirty (30) days after receipt of any such Claims Notice whether it is assuming control of and appointing lead counsel for such defense. If the Indemnifying Person does not give such notice within such thirty (30)-day period, then the Indemnified Person shall have the right to assume control of the defense thereof at the cost and expense of the Indemnifying Person, subject to the limitations of liability and other limits set forth in Section 8.4. (c) If the Indemnifying Person shall assume the control of the defense of the Asserted Liability in accordance with the provisions of this Section 8.5, (i) the Indemnifying Person shall obtain the prior written consent of the Indemnified Person (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability if the settlement (A) does not unconditionally release the Indemnified Person from all liabilities and obligations with respect to such Asserted Liability, (B) contains any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Person, or (C) the settlement imposes injunctive or other equitable relief against the Indemnified Person and (ii) the Indemnified Person shall be entitled to participate, at its own cost and expense, in the defense of such Asserted Liability and to employ separate counsel of its choice for such purpose. The fees, costs and expenses of any such separate counsel to the Indemnified Person pursuant to this Section 6.8(a8.5 shall be paid by the Indemnified Person; provided, that the Indemnifying Person shall pay the fees, costs and expenses of such counsel if (i) the employment of separate counsel shall have been authorized in writing by the Indemnifying Person in connection with the defense of such Asserted Liability or (ii) the Indemnified Person’s legal counsel shall have advised the Indemnifying Person in writing, with a copy delivered to the Indemnifying Person, that a conflict of interest exists that would make it inappropriate under applicable standards of professional conduct to have common counsel, subject to the limitations of liability and other limits set forth in Section 8.4. (d) If the Indemnified Person shall assume the control of the assertion defense of a Third-Party Claimany Asserted Liability in accordance with the provisions of this Section 8.5, (i) the Indemnified Person shall obtain the prior written consent of the Indemnifying Person before entering into any settlement, compromise, admission or acknowledgement of the validity of such Asserted Liability and (ii) the Indemnifying Person shall be entitled to participate participate, at its cost and expense, in the defense of such Third-Party Claim andAsserted Liability and to employ separate counsel of its choice for such purpose. (e) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Asserted Liability and shall furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith. (f) To the extent that the Representative or the Securityholders are obligated to pay such fees, costs and expenses, the fees, costs and expenses of the Representative’s legal counsel, any and experts (including expert witnesses), consultants and other representatives engaged by it wishes (unless in connection with (i) the Indemnifying Person is also a Person against whom Representative’s assumption of the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate defense of an Asserted Liability pursuant to this Section 8.5, or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating Representative’s participation in the defense of any Third-Party Claim shallan Asserted Liability pursuant to this Section 8.5, in each case, shall be unlimited and shall be paid out of the Representative Holdback. The cost and expense of the Indemnified Person, if any, that the Representative becomes obligated to pay pursuant to the extent possiblelast sentence of Section 8.5(b) shall be paid out of the Escrow Amount. The fees, costs and expenses of separate counsel to any Parent Indemnified Person, if any, that the Representative becomes obligated to pay pursuant to the last sentence of Section 8.5(c) shall be made so as to preserve any applicable attorney-client or work-product privilegepaid out of the Escrow Amount.

Third Party Claims. (a1) Promptly after receipt If an Action by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 third party (an a "Indemnified Person") of notice of the assertion of a Third-Party Claim Claim"), is made against itany Indemnified Person, and if such Indemnified Person intends to seek indemnity or reimbursement with respect thereto under this Section 4.1, such Indemnified Person shall give promptly (but in no event later than ten (10) Business Days following notice thereof) provide a Claim Notice to the Indemnifying Person obligated to indemnify under such thereof, in accordance with the terms of Section (an "Indemnifying Person") of the assertion of such Third-Party Claim4.1(b)(iii)(A); provided, provided that the failure to so notify the Indemnifying Person will shall not relieve the Indemnifying Person of any liability that it may have to any Indemnified Personits obligations hereunder, except to the extent that the Indemnifying Person demonstrates or its right to conduct defense of such claim is prejudiced thereby. The Indemnifying Person shall have ten (10) days (or sooner, if the nature of the Third-Party Claim so requires) after receipt of such notice to assume the conduct and control of the Third-Party Claim, through the Indemnifying Person's own counsel and at the expense of the Indemnifying Person so long as (I) the Indemnifying Person gives written notice to the Indemnified Person within such ten (10)-day period that the defense Indemnifying Person will indemnify the Indemnified Person from and against the entirety of any and all Losses (subject to the terms and conditions of this Agreement, including the limitations set forth in Sections 4.1(b)(iv) and 4.1(b)(xi)) the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, (II) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (III) the Third-Party Claim does not primarily seek an injunction or other equitable relief against the Indemnified Person, (IV) the settlement of, or an adverse judgment with respect to, such Third-Party Claim is prejudiced by not in the good faith judgment of the Indemnified Person, likely to negatively impact the Indemnified Person's failure to give such notice. or the business, relationships with customers, vendors, or other third Persons or future business prospects of the Indemnified Person, (bV) If an the Indemnified Person gives notice to has not been advised by counsel that an actual conflict exists between the Indemnified Person and the Indemnifying Person pursuant to Section 6.8(a) in connection with the defense of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (iVI) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines does not relate to or otherwise arise in good faith that joint representation would be inappropriate connection with violations of criminal Law or any criminal or regulatory enforcement action, (iiVII) the Indemnifying Person fails to provide reasonable assurance to conducts the Indemnified Person defense of its financial capacity to defend such the Third-Party Claim actively and provide indemnification with respect diligently, and (VIII) (i) (x) the assumption of the defense by the Indemnifying Person is not reasonably likely to such Third-Party Claim), cause a Purchaser Indemnified Person to lose coverage under the R&W Insurance Policy or (y) a Purchaser Indemnified Person or the insurer is not required to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person pursuant to the R&W Insurance Policy, or (ii) the insurer of the R&W Insurance Policy and Purchasers have not confirmed in writing that the applicable Losses will be fully covered other than by the Selling Parties. The Indemnified Person of its election to assume may participate in the defense of any such Third-Party Claim, Claim the defense of which has been assumed by the Indemnifying Person through counsel chosen by such Indemnified Person, provided, that the fees and expenses of such counsel shall not, so long as it diligently conducts be borne by such defense, be liable to the Indemnified Person under this Article 6 for any fees and excluded from the calculation of other counsel or any other expenses with respect to the defense of such Third-Party ClaimLosses. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) does not notify the Indemnified Person shall have no liability with respect that it elects to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes undertake the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, thereof within ten (10) days after the Indemnified Person's Person has delivered notice is givenof the Third-Party Claim, give notice or if the Indemnifying Person later fails to conduct the defense in an active and diligent manner or withdraws from such defense, the Indemnified Person shall have the right to defend, contest, settle or compromise the claim in any manner it may deem appropriate (and the Indemnified Person need not obtain consent from, the Indemnifying Person in connection therewith) and shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement, provided that the Indemnified Person shall keep the Indemnifying Person apprised of its election all material developments, including settlement offers, with respect to assume the defense of such Third-Party Claim, and with respect to Third-Party Claims for Taxes for which the Indemnifying Person will is paying such Losses, the Indemnifying Person's consent to any settlement shall be bound by any determination made in required, with such consent not to be unreasonably withheld, conditioned or delayed. (2) In the event that the Indemnifying Person conducts the defense of the Third-Party Claim pursuant to this Section 4.1(b)(iii)(B), such Indemnifying Person will not consent to the entry of any judgment or enter into any compromise or settlement effected with respect to the Third-Party Claim without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld, conditioned or delayed), unless such judgment, compromise or settlement (I) provides for the payment by the Indemnifying Person of money as sole relief for the claimant, (II) results in the full and general release of the Indemnified Person from all Losses arising or relating to, or in connection with, the Third-Party Claim and (III) involves no finding or admission of any wrongdoing, violation of Law or the rights of any person and has no effect on any other claims that may be made against the Indemnified Person. (c; provided, however, that the terms of this Section 4.1(b)(iii)(B)(2) With respect shall not apply to any Third-Party Claim subject alleging Losses under Section 4.1(b)(i)(C) or Section 4.1(b)(i)(D) where Purchasers are not named parties to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d3) With respect to any In the event that the Indemnified Person conducts the defense of the Third-Party Claim subject pursuant to indemnification under this Article 6Section 4.1(b)(iii)(B), the parties agree to cooperate in such a manner as to preserve in full Indemnifying Person will (to I) advance the extent possible) Indemnified Person promptly and periodically for the confidentiality costs of all Confidential Information and defending against the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it (including attorneys' fees and expenses) except where the Indemnifying Person has assumed or participated in notified the defense, Indemnified Person of a good faith dispute related to avoid production of Confidential Information (consistent with applicable law and rules of proceduresuch Third-Party Claim being the subject to indemnity pursuant to this Section 4.1(b)(iii)(B), and (iiII) all communications between any party hereto and counsel remain responsible for any and all other Losses that the Indemnified Person may incur or participating suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Section 4.1, and subject to the limitations contained in this Section 4.1. Notwithstanding anything to the contrary in this Section 4.1(b)(iii)(B), the control of the defense of any Third-Party Claim shall, for which the Purchaser Indemnified Persons may seek recovery under the R&W Insurance Policy shall be subject to the extent possibleprovisions thereof, and further notwithstanding anything to the contrary, if the Third-Party Claim includes one or more allegations which if resolved in favor of the person making the claim would constitute a misrepresentation or breach of any representation or warranty made by any Party in this Agreement that is not a Fundamental Representation, then the Indemnified Persons shall: (x) have the right to defend, contest, settle or compromise the claim in any manner such Indemnified Person may deem appropriate (and such Indemnified Person need not consult with, or obtain consent from, the Indemnifying Person in connection therewith) where the settlement or compromise of such claim provides for the payment of money as sole relief for the claimant, results in the full and general release of the Indemnifying Person from all Losses arising or relating to, or in connection with, such claim and involves no finding or admission of any wrongdoing, violation of Law or the rights of any person, and (y) not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement, subject to the limitations set forth herein. (4) The Indemnifying Person and the Indemnified Person shall cooperate in the defense or prosecution of any Third-Party Claim in respect of which indemnity or reimbursement may be made so sought hereunder and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as to preserve any applicable attorney-client or work-product privilegemay be reasonably requested in connection therewith.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 5.2 or 6.4 5.3 (an "“Indemnified Person"”) of notice of the assertion of any claim against any Indemnified Person by a third party that is subject to indemnification in favor of such Indemnified Person (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that (and only to the extent that) such failure is demonstrated by the Indemnifying Person demonstrates to have actually caused the Losses for which it is obligated to pay hereunder to be greater that the defense of such Third-Party Claim is prejudiced by Losses that would have been payable had the Indemnified Person's failure to give such noticePerson given the prompt notice required hereby. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a5.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of satisfactory to the Indemnified Person, subject to the Indemnified Person’s right to participate in such defense at its choiceown expense. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 V for any fees of other the Indemnified Person’s counsel or any other expenses with respect to the defense of such Third-Party Claim subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation or to the extent incurred at the Indemnifying Person’s request in connection with its defense of the claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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, or such Third-Party Claim involves any material matter beyond the scope of the indemnification obligations hereunder, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which consent may not be unreasonably withheld or delayed). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6V: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Thirdthird-Party Claim party claim and any related Proceedings proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 6V, the parties agree to shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsreasonable best efforts, in respect of any Third-Party Claim in which it has assumed or has participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party parties hereto and counsel responsible for or participating in the defense of any Thirdthird-Party Claim shallparty claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person person entitled to indemnity under Section 6.2, 6.3 Sections 9.2 or 6.4 9.3 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a9.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent written consent unless (A) there is no finding or admission of any violation of Legal Requirement any law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its written consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 9: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person person fully informed of the status of such Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Shareholders with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt In the event that a claim is made by a third party (a “Third-Party Claim”) against any Person in connection with which such Person is (or is anticipated to be) entitled to indemnity under Section 6.2, 6.3 8.2 or 6.4 Section 8.3 (an "“Indemnified Person"” and any Person required to provide indemnity under this Agreement is referred to as an “Indemnifying Person”), then, (i) in the case of notice of the assertion of a Third-Party Claim against itany claim under Section 8.2, such Indemnified Person Buyer shall give provide notice to the Person obligated Equityholder, and (ii) in the case of any claim under Section 8.3, the Equityholder shall provide notice to indemnify under Buyer, in each such Section case promptly (an "Indemnifying Person"and in no event later than thirty (30) of days) following the assertion of such Third-Party ClaimClaim (or, if later, the time at which such Third-Party Claim is reasonably anticipated to give rise to any indemnification obligations under this Agreement); provided that the failure to notify the Indemnifying Person provide such notice will not relieve the any Indemnifying Person of any liability Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is actually materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8.7(a) of the assertion of a Third-Party ClaimClaim in connection with which any Indemnified Person is (or is anticipated to be) entitled to indemnity under Section 8.2 or Section 8.3, as applicable, the Indemnifying Person shall shall, at its sole cost and expense, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VIII for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and such compromise or settlement includes an unconditional release of the Indemnified Person; and (Ciii) the Indemnified Person shall have no liability Liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles consent (which shall not be unreasonably withheld, conditioned or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimdelayed). If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim in accordance with the first sentence of this Section 8.7(b), and the Indemnifying Person does not, within ten twenty (1020) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if (i) an Indemnified Person reasonably determines that it is likely that a Third-Party Claim may adversely affect it or its Affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person reasonably determines that joint representation would be inappropriate, (iii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim at the sole cost and expense of the Indemnifying Person, (iv) the Third-Party Claim is made by a Governmental Authority, (v) the Indemnified Person reasonably believes that its share of potential Damages related thereto for which it would not be entitled to indemnification hereunder as a result of the limitations or Liability set forth herein could likely exceed the amount for which it could be entitled to indemnification hereunder after giving effect to the limitations on Liability set forth herein, the Indemnified Person may, (vi) the Indemnifying Person fails to timely assume the defense of or fails to diligently conduct the defense of such Third-Party Claim or (vii) the Third-Party Claim involves equitable relief or otherwise does not solely involve monetary damages, the Indemnified Person shall have the right to, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld, conditioned or delayed). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, PRB and each Shareholder hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any PACIFIC Indemnified Person for purposes of any claim that a PACIFIC Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on PRB and Shareholders with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) subject to Sections 11.5 and 11.6, the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent, which Consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying PartySubject to Section 11.11 hereof, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten thirty (1030) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, each party hereto hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on each such party with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (ai) Promptly Subject to Sections 8(c) and 8(e), promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 8(b) or 6.4 8(d) (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (bii) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8(f)(i) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 8 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten thirty (1030) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (ciii) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (iv) Seller and each Shareholder hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Shareholder with respect to such a claim anywhere in the world. (v) With respect to any Third-Party Claim subject to indemnification under this Article 68: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (dvi) With respect to any Third-Party Claim subject to indemnification under this Article 68, the parties agree to shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it each party will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly No later than ten (10) Business Days after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7.2 or 6.4 7.3 or 2.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party ClaimClaim and a copy of any writing by which, provided that the such Third-Party assertion is made. The failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 7.6(b) for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 7 and Section 2.4: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 7 and Section 2.4, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person party hereto entitled to indemnity under Section 6.28.1, 6.3 or 6.4 Section 8.2 (an "Indemnified Person") of notice of the assertion of a claim for which such party hereto is entitled to indemnity hereunder against it by a third party (a "Third-Party Claim against itClaim"), such Indemnified Person shall give notice to the Person party hereto obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VIII for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent consent unless (A) there is no finding or admission of any violation of Legal Requirement Law or any violation of the rights of any Personparty; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claimas set forth above, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person, and shall be liable to the Indemnified Person for any costs and expenses incurred in the defense of such claim. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both Notwithstanding the foregoing, the Indemnified Person and may, by notice to the Indemnifying Person, as assume the case may beexclusive right to defend, shall keep the other Person fully informed of the status of compromise or settle such Third-Party Claim and Claim, but the Indemnifying Person will not be bound by any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect determination of any Third-Party Claim in so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which it has assumed may not be unreasonably conditioned, withheld or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of proceduredelayed), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a The Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of shall give notice of the assertion of a Third-Party Claim against itto the Indemnifying Person; provided, such however, that no failure or delay on the part of an Indemnified Person shall give notice to the Person obligated to indemnify under such Section (in notifying an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Section 10 except to the extent that the Indemnifying Person demonstrates that failure or delay materially prejudices the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and by the Indemnified Person determines Indemnifying Person. (i) Except as provided in good faith that joint representation would be inappropriate or (ii) Section 10.3(c), the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), may elect to assume the defense of such Thirdthe third-Party Claim party claim with counsel of its choice. After satisfactory to the Indemnified Person by (a) giving notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim and (b) giving the Indemnifying Indemnified Person shall not, so long as it diligently conducts such defense, be liable evidence acceptable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect that the Indemnifying Person has adequate financial resources to defend against the defense of such Third-Party Claim. Claim and fulfill its obligations under this Section 10, in each case no later than 10 days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 10.3(a). (ii) If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation, (B) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any loss arising, directly or indirectly, from or in connection with the Third-Party Claim, (C) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (AI) there is no finding or admission of any violation by the Indemnified Person of Legal Requirement any Laws or any violation of the rights of any Person; , (BII) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (CD) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. consent. (iii) If the Indemnifying Person assumes does not assume the defense of a Third-Party Claim in the manner and within the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Partyperiod provided in Section 10.3(b)(i), or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume not diligently conduct the defense of such a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person will and the Indemnifying Person shall be bound by any determination made in resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to relief under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. (d) Notwithstanding the provisions of Section 12.12, the Parties consent to the nonexclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 10.3: (i) both the any Indemnified Person and the any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings proceeding at all stages thereof where such Person is not represented by its own counsel, and (ii) both the parties agree (each at its own expense) to Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and to reasonably shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With In addition to Section 11, with respect to any Third-Party Claim subject to indemnification under this Article 6Section 10.3, the parties agree to Parties shall cooperate in such a manner as to preserve reserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-work product privileges. In connection therewith, each party Party agrees that: (i) it will shall use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information confidential information (consistent with applicable law Law and rules of procedure), ) and (ii) all communications between any party hereto Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Any claim under this Section 10.3 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

Third Party Claims. No later than ten (a10) Promptly Business Days after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 6 hereof (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party ClaimClaim and a copy of any writing by which, provided that the such Third-Party assertion is made. The failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except Person to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) . If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) hereunder of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) ), the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 hereunder for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) , the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) and, the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party which shall not be released from any and all liability or obligation with respect to such Third-Party Claimunreasonably withheld. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. 6.3.6.1 Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (c) which may not be unreasonably withheld). 6.3.6.2 Sellers hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Sellers with respect to such a claim anywhere in the world. 6.3.6.3 With respect to any Third-Party Claim subject to indemnification under this Article Section 6: (i) , both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) 6.3.6.4 With respect to any Third-Party Claim subject to indemnification under this Article Section 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2Sections 12.2, 6.3 12.3 or 6.4 12.4 of this Agreement (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a12.6(a) hereof of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for 12for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) 10 days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect . Nothing contained in the preceding sentence shall prevent a party hereto from contesting its obligation to any Third-Party Claim subject to indemnification under this Article 6: (i) both assume the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed defense of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a an Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a Third-Third- Party Claim against it, such Indemnified Person shall give notice to the each Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will not establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten twenty (1020) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Third- Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent. (d) Notwithstanding the provisions of Section 13.4, each party to this Agreement hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on such party with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Commercially Reasonable Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 Sections 7.2 or 6.4 7.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 7 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a the Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) business days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Representatives, subsidiaries or affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be reasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 67: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of ob the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (iiiii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 67, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. 7.5 INDEMNIFICATION IN CASE OF STRICT LIABILITY OR INDEMNITEE NEGLIGENCE THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE 7 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT OR FUTURE ACTS, CLAIMS OR LEGAL REQUIREMENTS (INCLUDING ANY PAST, PRESENT OR FUTURE BULK SALES LAW, ENVIRONMENTAL LAW, FRAUDULENT TRANSFER ACT, OCCUPATIONAL SAFETY AND HEALTH LAW OR PRODUCTS LIABILITY, SECURITIES, OR OTHER LEGAL REQUIREMENT) AND REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (which shall not be unreasonably withheld) unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; Person and no effect on any other claims that may be made against the Indemnified Party or (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person (which payment, in the case of the Seller as the Indemnifying Person, may be made by a set-off from the Seller Note as described in Section 11.11 hereof); and (C) provided, however, that in the event that the Indemnified Person shall have no liability with respect elects to any unreasonably withhold its Consent to compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of settle any Third-Party Claim and (where such Consent is required), in any case where such action has been recommended by the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party ClaimParty, the Indemnifying Person will Party’s indemnification obligation under this Agreement shall be bound by limited to the Liabilities set forth in the proposed settlement or compromise and any determination made in expenses accrued through the date that such Third-Party Claim or any compromise or settlement effected by the Indemnified PersonConsent is withheld. (c) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree shall (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law Legal Requirements and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Third Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by compromise or settlement effected without its Consent (which may not be unreasonably withheld or delayed). (d) Notwithstanding the provisions of Section 13.4, each Seller Party hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on any Seller Party with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully reasonably informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a an Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a claim against it by a third party (i.e., a Person that is not a Buyer Indemnified Person or a Seller Indemnified Person, or one of their respective Affiliates) for which the Indemnified Person is entitled to indemnity hereunder (a “Third-Party Claim against itClaim”), such the Indemnified Person shall give notice to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim; provided, provided however, that the failure to promptly notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. Such notice by the Indemnified Person shall: (i) describe the Third-Party Claim in reasonable detail; (ii) include copies of all material written evidence thereof; and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Person. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a10.09(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim at its sole cost and expense and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnifying Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 X for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. (c) The Indemnified Person shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. If the Indemnifying Person elects not to compromise or defend such Third-Party Claim or fails to notify the Indemnified Person in writing of its election to defend as provided in this Agreement, the Indemnified Person may, subject to Section 10.09(d), 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 (subject to the limitations on indemnification and the recovery of Losses provided herein). The parties hereto shall (and shall cause their respective Affiliates and Representatives to) cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. (d) In the event the Indemnifying Person assumes the defense of a any Third-Party Claim, no compromise or the Indemnifying Person shall not enter into settlement of such any Third-Party Claim may be effected by the Indemnifying Person without the prior written consent of the Indemnified Person's Consent unless Person (Awhich consent shall not be unreasonably withheld, conditioned or delayed), unless: (i) there is no finding or admission of any violation of Legal Requirement or any violation of Law by the rights of any PersonIndemnified Person in such settlement; (Bii) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) such settlement provides, in customary form, for the release of the Indemnified Person shall have no liability from all liabilities and obligations in connection with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and If, however, the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to not assume the defense of such the Third-Party Claim, the Indemnified Person shall not agree to any settlement thereof without the written consent of the Indemnifying Person will (which consent shall not be bound unreasonably withheld, conditioned or delayed), unless: (x) there is no finding or admission of any violation of Law by any determination made the Indemnifying Person in such Third-Party Claim or any compromise or settlement; (y) the sole relief provided in such settlement effected by is monetary damages; and (z) such settlement provides, in customary form, for the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and release of the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of from all liabilities and obligations in connection with such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.2 and Section 6.3 or 6.4 (to the extent provided in the last sentence of Section 6.3) (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, ; provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a6.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VI for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; , (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 7.3, Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6VI: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6VI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a an Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a claim against it by a third party (i.e., a Person that is not a Buyer Indemnified Person or a Seller Indemnified Person, or one of their respective Affiliates) for which the Indemnified Person is entitled to indemnity hereunder (a “Third-Party Claim against itClaim”), such the Indemnified Person shall give notice to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim; provided, provided however, that the failure to promptly notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. Such notice by the Indemnified Person shall: (i) describe the Third-Party Claim in reasonable detail; (ii) include copies of all material written evidence thereof; and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Person. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a10.09(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnifying Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 X for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no such assumption will not establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification. (c) The Indemnified Person shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. If the Indemnifying Person elects not to compromise or settlement defend such Third-Party Claim or fails to notify the Indemnified Person in writing of its election to defend as provided in this Agreement, the Indemnified Person may, subject to Section 10.09(d), 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 (subject to the limitations on indemnification and the recovery of Losses provided herein). The parties hereto shall (and shall cause their respective Affiliates and Representatives to) cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim may be effected by Claim. (d) In the event the Indemnifying Person assumes the defense of any Third-Party Claim, the Indemnifying Person shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Person's Consent unless Person (Awhich consent shall not be unreasonably withheld, conditioned or delayed), unless: (i) there is no finding or admission of any violation of Legal Requirement or any violation of Law by the rights of any PersonIndemnified Person in such settlement; (Bii) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) such settlement provides, in customary form, for the release of the Indemnified Person shall have no liability from all liabilities and obligations in connection with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and If, however, the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to not assume the defense of such the Third-Party Claim, the Indemnified Person shall not agree to any settlement thereof without the written consent of the Indemnifying Person will (which consent shall not be bound by any determination made in such Third-Party Claim unreasonably withheld, conditioned or any compromise or settlement effected by the Indemnified Persondelayed). (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt If a claim by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (third party is made against an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, and if such Indemnified Person intends to seek indemnity with respect thereto under this Article IX, such Indemnified Person shall promptly (and in any event not more than thirty (30) days after receiving such actual notice of such claim) give written notice to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such claim (a “Third-Party Claim”); provided, provided however, that the any failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense provide such written notice of such Third-Party Claim is prejudiced by shall not affect the Indemnified Person's ’s right to indemnification or relieve the Indemnifying Person of its obligations under this Article IX except to the extent that such failure results in a lack of actual notice to give the Indemnifying Person of the event giving rise to such noticeclaim and the Indemnifying Person has been materially prejudiced as a result of such delay. Any such notice shall describe the Third-Party Claim in reasonable detail, including, if known, the amount of the Loss or a good faith estimate thereof. (b) If an Indemnified Person gives notice to the The Indemnifying Person pursuant may elect (but is not required) to Section 6.8(a) assume the defense of and defend such Third-Party Claim solely at its own expense; provided, however, that if the assertion Indemnity Period has not expired at the time of a such Third-Party Claim, the Indemnifying Person shall be entitled may exercise its rights pursuant to participate this sentence only if the Indemnifying Person acknowledges in writing to the defense of Indemnified Person that such Third-Party Claim andis indemnifiable under this Agreement or another Transaction Document. Within thirty (30) days after the receipt of notice from an Indemnified Person in accordance with Section 9.4(a), to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and shall notify the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person Person, as applicable, of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to election whether it will assume responsibility for defending such Third-Party Claim), . If the Indemnifying Person elects to assume the defense of any such Third-Party Claim with counsel of its choice. After notice from Claim, the Indemnified Person may participate in such defense, but, as long as the Indemnifying Person to pursues such defense with reasonable diligence, the expenses of the Indemnified Person incurred in participating in such defense shall be paid by the Indemnified Person; provided, however, that if the Indemnified Person in good faith determines, upon the advice of its election counsel, that the Indemnified Person may have available to assume it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the defense Indemnifying Person in respect of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable bear the cost of one firm of counsel for all Indemnified Persons (in addition to local counsel). (c) The Indemnifying Person shall have the Indemnified Person under this Article 6 for any fees of other counsel right to compromise or any other expenses with respect to settle a Third-Party Claim the defense of which it shall have assumed pursuant to this Section 9.4, and any such Third-Party Claim. If the Indemnifying Person assumes the defense settlement or compromise made or caused to be made of a Third-Party ClaimClaim in accordance with this Article IX shall be binding on the Indemnified Person in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, no the Indemnifying Person shall not have the right to admit liability on behalf of the Indemnified Person and shall not compromise or settlement of such settle a Third-Party Claim may be effected by the Indemnifying Person in each case without the express prior consent of the Indemnified Person's Consent unless Person (A) there is no not to be unreasonably withheld or delayed); provided that such prior consent shall not be required in the case of any such compromise or settlement if and only if the compromise or settlement does not involve any finding or admission of any violation of Legal Requirement or any violation of the rights of any law by an Indemnified Person; (B) the sole relief provided is monetary damages that are paid in , includes, as a part thereof, a full and unconditional release by the Indemnifying Person; and (C) the plaintiff or claimant of all Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released Persons from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and does not require any Indemnified Person to make any payment that is not fully indemnified under this Agreement or to be subject to any non-monetary remedy. The Indemnified Person shall not pay or settle any claim without the prior written consent of the Indemnifying Person does not(not to be unreasonably withheld or delayed). Notwithstanding the foregoing, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election shall have the right to assume the defense of pay or settle any such Third-Party Claimclaim; provided that, the Indemnifying Person will be bound in such event, it shall waive any right to indemnity therefor by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Indemnifying Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this article 131313 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Third‐Party Claim against it, such Indemnified Person shall give notice Notice to the Person obligated to indemnify under such Section this article 131313 (an "“Indemnifying Person"”) of the assertion of such Third-Party Third‐Party Claim, provided that the failure to notify Notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Third‐Party Claim is prejudiced by the Indemnified Person's ’s failure to give such noticeNotice. (b) If an Indemnified Person gives notice Notice to the Indemnifying Person pursuant to Section 6.8(asection 13.3(a)13.3(a)13.3(a) of the assertion of a Third-Party Third‐Party Claim, the Indemnifying Person shall will be entitled to participate in the defense of such Third-Party that Third‐Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Third‐Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Third‐Party Claim and provide indemnification with respect to such Third-Party that Third‐Party Claim), to assume the defense of such Third-Party that Third‐Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice Notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-that Third‐ Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such the defense, be liable to the Indemnified Person under this Article 6 article 131313 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party the Third‐Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of the Third‐Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Third‐Party Claim, (i) that assumption will conclusively establish for purposes of this agreement that the claims made in that Third‐Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-the Third‐ Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless ’s consent unless (A) there is no finding or admission of any violation of Legal Requirement Applicable Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall will have no liability with respect to any compromise or settlement of such Third-Party Claim the Third‐Party Claims effected without its Consentconsent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice Notice is given to an Indemnifying Person of the assertion of any Third-Party Third‐Party Claim and the Indemnifying Person does not, within ten (10) days 10 Days after the Indemnified Person's notice ’s Notice is given, give notice Notice to the Indemnified Person of its election to assume the defense of such Third-Party the Third‐Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party the Third‐Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by Notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third‐Party Claim, but the Indemnifying Person will not be bound by any determination of any Third‐Party Claim so defended for the purposes of this agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Third‐Party Claim subject to indemnification under this Article 6article 131313: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Third‐Party Claim and any related Proceedings proceedings at all stages thereof where such that Person is not represented by its own counsel, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Third‐Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person party hereto entitled to indemnity under Section. 8.1 or Section 6.2, 6.3 or 6.4 8.2 (an "are “Indemnified Person"”) of notice of the assertion of a claim for which such party hereto is entitled to indemnity hereunder against it by a third party (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to the Person party hereto obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided provided, that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim Claire and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnifying Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, defense be liable to the Indemnified Person under this Article 6 8 for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim. , in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim.. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption. will not establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of Legal Requirement Law or any violation of the rights of any Personparty; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and . (Cc) Notwithstanding the foregoing, the Indemnified Person shall have no liability with respect may, by notice to any the Indemnifying Person, assume the exclusive right to defend, compromise or settlement of such Third-Party Claim effected without its Consentsettle such. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, but the Indemnifying Person will not be bound by any determination made in such Third-of any Third- Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected by the Indemnified Personwithout its consent. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt In the event that a claim is made by a third party (a “Third-Party Claim”) against any Person in connection with which any Person is (or is anticipated to be) entitled to indemnity under Section 6.2, 6.3 8.2 or 6.4 Section 8.3 (an "“Indemnified Person"”; any Person required to provide indemnity under this Agreement is referred to as an “Indemnifying Person”), then, (i) in the case of notice of the assertion of a Third-Party Claim against itany claim under Section 8.2, such Indemnified Person HealthStream shall give provide notice to the Person obligated Shareholders’ Representative, and (ii) in the case of any claim under Section 8.3, the Shareholders’ Representative shall provide notice to indemnify under HealthStream, in each such Section (an "Indemnifying Person") of case promptly following the assertion of such Third-Party ClaimClaim (or, if later, the time at which such Third-Party Claim is anticipated to give rise to any indemnification obligations under this Agreement); provided that the failure to notify the Indemnifying Person provide such notice will not relieve the any Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a8.7(a) of the assertion of a Third-Party ClaimClaim in connection with which any Indemnified Person is (or is anticipated to be) entitled to indemnity under Section 8.2 or Section 8.3, as applicable, the Indemnifying Person shall shall, at its sole cost and expense, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VIII for any attorneys’ fees or expenses related to the defense of other counsel or any other expenses such Third-Party Claim that are subsequently incurred by the Indemnified Person in connection with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and such compromise or settlement includes an unconditional release of the Indemnified Person; and (Ciii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles consent, not to be unreasonably withhold, conditioned or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimdelayed. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim in accordance with the first sentence of this Section 8.7(b), and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound (if such claim is found to be an indemnifiable claim under Section 8.2 or 8.3) by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld, conditioned or delayed). (c) Notwithstanding the foregoing, if (i) an Indemnified Person reasonably determines that it is likely that a Third-Party Claim may adversely affect it or its Affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person reasonably determines that joint representation would be inappropriate or (iii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld, conditioned or delayed). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Thirdthird-Party Claim party claim and any related Proceedings proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 12.3, the parties hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that a Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on the parties with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a In the event that subsequent to the Closing, any Person that is or may be entitled to indemnity indemnification under Section 6.2, 6.3 or 6.4 this Agreement (an "“Indemnified Person"”) of either receives notice of the assertion of a Third-Party Claim against itany claim, such Indemnified Person shall give notice to issuance of any Order or the Person obligated to indemnify under such Section (commencement of any action or proceeding or otherwise learns of an "Indemnifying Person") of the assertion of such a potential claim, Order or action by any Third Party (a “Third-Party Claim”), provided against such Indemnified Person, against which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Person”), the Indemnified Person shall, as promptly as practicable, give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Person; provided, however, that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim claim, Order or action is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If any Third-Party Claim referred to in this Article 8 is brought against an Indemnified Person and such Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion commencement of a such Third-Party Claim, the Indemnifying Person shall will be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the party to such Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) the Indemnifying Person fails to provide provide, upon request, reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After reasonably satisfactory to the Indemnified Person and, after written notice (a “Control Notice”) from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall will not, so as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 8 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. The Indemnifying Person will have ten (10) Business Days from receipt of a notice of a Third-Party Claim from an Indemnified Person pursuant to Section 8.7(a) to assume the defense thereof. If the Indemnifying Person does not, or is not pursuant to the preceding two sentences permitted to, assume the defense of a Proceeding, the Indemnified Person shall have the right to assume the defense and employ separate counsel to represent such Indemnified Person and the reasonable fees and expenses of such separate counsel shall be paid by such Indemnifying Person. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification under this Article 8; (ii) no compromise or settlement of such Third-Party Claim claims may be effected by the Indemnifying Person without the Indemnified Person's Consent Party’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement by or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person; , and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) the Indemnified Person shall will have no liability Liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion commencement of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days Business Days after the Indemnified Person's ’s notice is given, give notice deliver a Control Notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim subject may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Article 6: (i) both Agreement, the Indemnified Person and may, by notice to the Indemnifying Person, as assume the case may beexclusive right to defend, shall keep the other Person fully informed of the status of compromise, or settle such Third-Party Claim and Claim, but the Indemnifying Person will not be bound by any related Proceedings at all stages thereof where such Person is compromise or settlement effected without its consent (which may not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimbe unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (ai) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this Agreement (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (bii) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) hereto of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (ia) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (iib) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected affected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (Ax) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (By) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Cz) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If consent. (iii) Notwithstanding the Indemnifying foregoing, if an Indemnified Person assumes the defense of determines in good faith that there is a reasonable probability that a Third-Party Claim and may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of Person may, by notice to the Indemnifying PartyPerson, assume the exclusive right to defend, compromise, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend settle such Third-Party Claim, then but the Indemnifying Party shall Person will not be released from bound by any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion determination of any Third-Party Claim and so defended for the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person purposes of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim this Agreement or any compromise or settlement effected by the Indemnified Personwithout its consent (which may not be unreasonably withheld). (civ) With respect to any Third-Party Claim subject to indemnification under this Article 6Article: (iA) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (iiB) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (dv) With respect to any Third-Party Claim subject to indemnification under this Article 6Article, the parties Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party Party agrees that, to the extent allowed by law: (iA) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (iiB) all communications between any party Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt If an Indemnitee becomes aware of a third-party claim that the Indemnitee believes, in good faith, may result in an Indemnification Claim by a Person entitled it, the Indemnitee shall notify the Stockholder Representative in the event of claims pursuant to indemnity under Section 6.26.2(a), 6.3 or 6.4 Parent, in the event of claim pursuant to Section 6.2(b) (each, an "Indemnified PersonIndemnitee") of notice of such claim, and the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person Indemnitor shall be entitled to participate in any defense at the defense sole cost and expense of such Third-Party Claim and, to the extent that it wishes (unless Indemnitor. If (i) the Indemnifying Person claim is also primarily for non- monetary damages (other than penalties payable to a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or Governmental Entity), (ii) the Indemnifying Person fails claim relates to provide reasonable assurance a dispute with any customer of the Company's business, (iii) the results of such claim would likely materially interfere with Parent's business or the Company's business, (iv) the Stockholders are not solely liable for any damages pursuant to the Indemnified Person of its financial capacity claim (the claims described in (i), (ii), (iii), and (iv) are collectively referred to as "Buyer-Controlled Claims") or (v) the Stockholder Representative declines to defend such Thirdthird-Party party claim pursuant to paragraph (b) hereof, then Parent or the Company, as applicable, shall conduct and control such defense, but shall not settle any such claim without the consent of the Stockholder Representative, such consent not to be unreasonably withheld or delayed; provided, however, that, if the consent of the Stockholder Representative is so obtained, such settlement of that portion of any such claim shall alone be determinative of the amount of the Indemnification Claim and provide neither the Stockholder Representative nor any other Stockholder shall have any power or authority to object under any provision of this Article VI to the amount of any demand by Parent or the Company for indemnification with respect to such Thirdsettlement. (b) For claims other than Buyer-Party Claim)Controlled Claims, and upon written notice to assume the defense Indemnitee within 10 days of such Third-Party Claim the notice provided for in the first sentence of paragraph (a) above, the Indemnitor shall have the right to defend, with counsel reasonably satisfactory to Indemnitee, at the sole cost and expense of its choice. After notice from the Indemnifying Person Indemnitor, such third party claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Stockholder Representative to a final conclusion or will be settled at the Indemnified Person discretion of its election the Indemnitor (but only with the prior written consent of the Indemnitee, which consent will not be unreasonably withheld or delayed, but with it being agreed by the parties that the Indemnitor's inability to assume pay any portion of any settlement amount is a reasonable factor for which the defense Indemnitee may withhold such consent); provided, however, that, if the consent of the Indemnitee is so obtained, such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission that portion of any violation of Legal Requirement or any violation such claim shall alone be determinative of the rights amount of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Indemnification Claim and the Indemnified Party thereafter settles Indemnitor shall not have any power or compromises such Third Party claim without authority to object under any provision of this Article VI to the Consent amount of any demand by the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation Indemnitee for indemnification with respect to such Third-Party Claimsettlement. If notice is given The Indemnitee shall be entitled to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten participate in (10but not control) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of any such Third-Party Claimaction, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by with its own counsel, counsel and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other , and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect shall be entitled to any Third-Party Claim subject and all information or documentation relating to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3) or 6.4 11.3(d) (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made (on any basis other than successor liability) and the Indemnified Person reasonably determines in good faith faith, after consultation with counsel, that joint representation would be inappropriate due to an actual conflict of interest with respect to their respective defenses or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 XI for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification (unless the Indemnifying Party can later establish, based on clear and convincing evidence not known to the parties at the time of the Indemnifying Party’s election to assume the defense, that the claim is not within the scope of and subject to indemnification), and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6XI: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6, XI the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person person or entity entitled to indemnity under Section 6.2, 6.3 or 6.4 Article VI (an "“Indemnified Person"”) of notice of the assertion of a claim from any person or entity that is not a party to this Agreement (a “Third-Party Claim Claim”) against it, such the Indemnified Person shall give notice to the Person person obligated to indemnify under such Section Article VI (an "“Indemnifying Person"”) of the assertion of such the Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such the Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a6.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such the Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person person or entity against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such the Third-Party Claim and provide indemnification with respect to such the Third-Party ClaimClaim or (iii) the Third-Party Claim seeks to impose liability on the Indemnified Person other than money damages or (iv) the Third-Party Claim relates to the Indemnified Person’s relationship with any customer, supplier or employee), to assume the defense of such the Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such the defense, be liable to the Indemnified Person under this Article 6 VI for any fees of other counsel or any other expenses with respect to the defense of such the Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) the assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such the Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of any federal, state, local, municipal, foreign, international or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty (“Legal Requirement Requirement”) or any violation of the rights of any Personperson or entity; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such the Third-Party Claim Claims effected without its Consent. If Consent and (D) the Indemnifying Person assumes the defense compromise or settlement includes as an unconditional term a release by all claimants and plaintiffs of a Third-Party Claim and all liability of the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation Person with respect to such Third-Party Claimclaim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, the Indemnifying Person will be bound by any determination made in such the Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it, or as the case may be, its shareholders, officers, and directors and their respective successors, heirs, personal representatives and assigns for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle the Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding any other provision contained in this Agreement, Seller and MCH hereby consent to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Purchaser Indemnified Person for purposes of any claim that a Purchaser Indemnified Person may have under this Agreement with respect to the proceeding or the matters alleged therein and agree that process may be served on Seller and MCH with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6VI: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person person or entity fully informed of the status of such the Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person the person or entity is not represented by its own counsel, and (ii) the parties agree (each at its own the Indemnifying Person’s expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6VI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to defense avoid production of Confidential Information confidential information and trade secrets (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly Within ten Business Days after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, ; provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim or its ability to mitigate damages is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; Person by the Indemnified Person and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified PersonPerson to the extent the Indemnifying Person has an indemnification obligation under this Article 11. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.4 (an "Indemnified PersonINDEMNIFIED PERSON") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying PersonINDEMNIFYING PERSON") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend such Third-Party Claim, but the Indemnified Person will not settle or compromise such Third Party Claim without the Indemnifying Person's Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.4, Seller hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Commercially Reasonable Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt In the event that a claim is made by a third party (a “Third-Party Claim”) against any Person in connection with which any Person is (or is anticipated to be) entitled to indemnity under Section 6.2 or Section 6.3 (an “Indemnified Person”; any Person required to provide indemnity under this Agreement is referred to as an “Indemnifying Person”), then, (i) in the case of any claim under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person Echo shall give provide notice to the Person obligated Seller, and (ii) in the case of any claim under Section 6.3, the Seller shall provide notice to indemnify under Echo, in each such Section (an "Indemnifying Person") of case promptly following the assertion of such Third-Party ClaimClaim (or, if later, the time at which such Third-Party Claim is anticipated to give rise to any indemnification obligations under this Agreement); provided that the failure to notify the Indemnifying Person provide such notice will not relieve the any Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a6.7(a) of the assertion of a Third-Party ClaimClaim in connection with which any Indemnified Person is (or is anticipated to be) entitled to indemnity under Section 6.2 or Section 6.3, as applicable, the Indemnifying Person shall shall, at its sole cost and expense, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VI for any fees or expenses related to the defense of such Third-Party Claim of other counsel or any other expenses engaged by the Indemnified Person to participate in the defense thereof, in each case subsequently incurred by the Indemnified Person in connection with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and such compromise or settlement includes an unconditional release of the Indemnified Person; and (Ciii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim in accordance with the first sentence of Section 6.7(a), and the Indemnifying Person does not, within ten (10) days Business Days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if (i) an Indemnified Person reasonably determines that it is likely that a Third-Party Claim may adversely affect it or its Affiliates in any material respect other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person reasonably determines that joint representation would be inappropriate or (iii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld, conditioned or delayed). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6VI: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed in all material respects of the status of such Thirdthird-Party Claim party claim and any related Proceedings proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Sections 13.2, 13.3 (to the extent provided in the last sentence of Section 6.2, 6.3 13.3) or 6.4 13.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a13.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 13 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (1) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (2) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days Business Days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 15.4, Seller and Parent Company hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Parent Company with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 613: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 613, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly (and in any event within 30 days) after receipt by a Person entitled to indemnity under Section 6.2, 6.3 9.2 or 6.4 (an "Indemnified Person") 9.3 of notice of the assertion of a Third-Party Claim against itit or the Partnership, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (each, an "“Indemnifying Person"”) of the assertion of such Third-Party Claim; provided, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is actually and materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a9.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (ix) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or inappropriate, (iiy) greater than 50% of the Indemnifying Person fails Out of Pocket and Tax Damages are reasonably anticipated to provide reasonable assurance to be incurred by the Indemnified Person because such Out of its financial capacity to defend such ThirdPocket and Tax Damages exceed the applicable maximum limit (if any) for indemnification contained in Section 9.4, or (z) material equitable or other non-Party Claim and provide indemnification with respect monetary relief is sought from any Indemnified Person pursuant to such Third-Party Claim), ) to assume the defense of such Third-Party Claim with counsel of its choiceClaim. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 IX for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will, unless additional information at the time of the assumption emerges to change this conclusion, conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification (but no such assumption shall affect the applicability of any limit on indemnification contained in Section 9.4), and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any material violation of Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the . The Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If consent if required pursuant to the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimimmediately preceding sentence. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten twenty (1020) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6IX: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully reasonably informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to The provisions of this Section 9.5 shall not govern any Third-Party Claim subject to indemnification under this Article 6Tax Claims, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: procedures set out in Section 9.7 shall govern for all Tax Claims (i) it will use its Best Efforts, except as set forth in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedureSection 9.7(b), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege).

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in the last sentence of Section 11.3(c)) or 6.4 11.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 XI for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) 10 days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Third- Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person 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 Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 12.4, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third- Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6XI: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6XI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-attorney- client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (ai) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this Agreement (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (bii) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) hereto of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s written consent unless (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Third- Party Claim Claims effected without its Consent. If consent. (iii) Notwithstanding the Indemnifying foregoing, if an Indemnified Person assumes the defense of determines in good faith that there is a reasonable probability that a Third-Party Claim and may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of Person may, by notice to the Indemnifying PartyPerson, assume the exclusive right to defend, compromise or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend settle such Third-Party Claim, then but the Indemnifying Party shall Person will not be released from bound by any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion determination of any Third-Party Claim and so defended for the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person purposes of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim this Agreement or any compromise or settlement effected by the Indemnified Personwithout its written consent (which may not be unreasonably withheld). (civ) With respect to any Third-Party Claim subject to indemnification under this Article 6Article: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (dv) With respect to any Third-Party Claim subject to indemnification under this Article 6Article, the parties Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party Party agrees that, to the extent allowed by law: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party Party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a In the event that subsequent to the Closing, any Person that is or may be entitled to indemnity indemnification under Section 6.2, 6.3 or 6.4 this Agreement (an "“Indemnified Person"”) of either receives notice of the assertion of a Third-Party Claim against itany claim, such Indemnified Person shall give notice to issuance of any Order or the Person obligated to indemnify under such Section (commencement of any action or proceeding or otherwise learns of an "Indemnifying Person") of the assertion of such a potential claim, Order or action by any Third Party (a “Third-Party Claim”), provided against such Indemnified Person, against which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Person”), the Indemnified Person shall, as promptly as practicable, give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Person; provided, however, that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim claim, order or action is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If any Third-Party Claim referred to in this Section 8 is brought against an Indemnified Person and such Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion commencement of a such Third-Party Claim, the Indemnifying Person shall will be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the party to such Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) the Indemnifying Person fails to provide provide, upon request, reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After reasonably satisfactory to the Indemnified Person and, after written notice (a “Control Notice”) from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall will not, so as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. The Indemnifying Person will have fourteen (14) calendar days from receipt of a notice of a Third-Party Claim from an Indemnified Person pursuant to Section 8.7(a) to assume the defense thereof. If the Indemnifying Person does not, or is not pursuant to the preceding two sentences permitted to, assume the defense of a proceeding, the Indemnified Person shall have the right to assume the defense and employ separate counsel to represent such Indemnified Person and the reasonable fees and expenses of such separate counsel shall be paid by such Indemnifying Person. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) it will be conclusively established Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification under this Section 8; (ii) no compromise or settlement of such Third-Party Claim claims may be effected by the Indemnifying Person without the Indemnified Person's Consent Party’s consent unless (A) there is no finding or admission of any violation of Legal Requirement Requirements by or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person; , and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) the Indemnified Person shall will have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion commencement of any Third-Party Claim and the Indemnifying Person does not, within ten fourteen (1014) calendar days after the Indemnified Person's ’s notice is given, give notice deliver a Control Notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim subject may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Article 6: (i) both Agreement, the Indemnified Person and may, by notice to the Indemnifying Person, as assume the case may beexclusive right to defend, shall keep the other Person fully informed of the status of compromise, or settle such Third-Party Claim and Claim, but the Indemnifying Person will not be bound by any related Proceedings at all stages thereof where such Person is compromise or settlement effected without its consent (which may not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimbe unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 ARTICLE 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; , (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; Person and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent. (d) Notwithstanding the provisions of Section 13.4, Sellers hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Sellers with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6ARTICLE 11: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, counsel and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6ARTICLE 11, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ) and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) a. Promptly after receipt by a Person person or entity entitled to indemnity under Section 6.25.2 or 5.3 (each, 6.3 or 6.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person person or entity obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) b. If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a5.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person person or entity against whom the Third-Third Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate impermissible under the applicable rules of professional conduct or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), ) to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to such Indemnified Person. After notice from the Indemnifying Person to the such Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the such Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification pursuant to Section 5.3 or 5.4, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent, which shall not be unreasonably withheld, unless (A) there is no finding or admission of any violation of Legal Requirement applicable law or any violation of the rights of any Personperson; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Third Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an the Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person Party does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its the Indemnifying Person’s election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement thereof effected by the Indemnified Person. (c) c. With respect to any Third-Party Claim subject to indemnification under this Article 6Section 5.2 or 5.3: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person person is not represented by its own counsel, and (ii) the parties agree Indemnified Person and the Indemnifying Person shall (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) d. With respect to any Third-Party Claim subject to indemnification under this Article 6Section 5.2 or 5.3, the parties agree to Indemnified Person and the Indemnifying Person shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsthe Indemnified Person and the Indemnifying Person shall endeavor, in respect of any Third-Party Claim in which it has assumed or participated in the defensegood faith, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) ensure that all communications between any party hereto the Indemnified Person and the Indemnifying Person and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. e. With respect to any Third Party Claim that relates to any equity interest in ViSalus that is held, or claimed to be held, by the person or entity asserting such Third Party Claim, the Indemnifying Person, if it is Blyth, may acquire such equity interest in connection with any settlement, compromise or other resolution of such Third Party Claim from such person or entity or, if acquired by ViSalus as a result thereof or otherwise in connection therewith, from ViSalus, and ViSalus agrees to render to Blyth such assistance as it may reasonably require to effect such acquisition by Blyth.

Third Party Claims. (a) Promptly after receipt A Person benefited by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 Sections 10.2 and 10.3 (an "“Indemnified Person"”) of shall give notice of the assertion of a Third-Party Claim against itto Shareholder or the Company (an “Indemnifying Person”), such as the case may be; provided, however, that no failure or delay on the part of an Indemnified Person shall give notice to the Person obligated to indemnify under such Section (in notifying an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Article 10 except to the extent that the Indemnifying Person demonstrates that failure or delay materially prejudices the defense of such the Third-Party Claim is prejudiced by the Indemnified Indemnifying Person's failure to give such notice. (bi) If an Except as provided in Section 10.6(c), the Indemnifying Person may elect to assume the defense of the Third-Party Claim with counsel satisfactory to the Indemnified Person by: (1) giving notice to the Indemnified Person of its or his election to assume the defense of the Third-Party Claim; and (2) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third-Party Claim and fulfill its or his obligations under this Article 10, in each case no later than 10 days after the Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or under Section 10.6(a). (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (1) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation; (2) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim (subject to the provisions of Section 10.5); (3) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless unless: (A) there is no finding or admission of any violation by the Indemnified Person of any Legal Requirement or any violation of the rights of any Person; (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim; and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (CD) the Indemnified Indemnifying Person shall have no liability with respect to for any compromise or settlement of such Third-Party Claim claims effected without its or his Consent. . (iii) If the Indemnifying Person assumes does not assume the defense of a Third-Party Claim in the manner and within the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, period provided in Section 10.6(b)(i) or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume not diligently conduct the defense of such a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person, and the Indemnifying Person will shall be bound by any determination made in resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Related Party other than as a result of monetary damages for which it would be entitled to relief under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim. (d) Notwithstanding the provisions of Section 11.12, Shareholder consents to the nonexclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement for such Proceeding or the matters alleged therein. (e) For any Third-Party Claim subject to indemnification under this Article 6: 10: (i) both the any Indemnified Person and the any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings Proceeding at all stages thereof where when such Person is not represented by its or his own counsel, and ; and (ii) both the parties agree (each at its own expense) to Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and to reasonably shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect In addition to Section 6.3, for any Third-Party Claim subject to indemnification under this Article 610, the parties agree to shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: : (i) it will shall use its Best Efforts, in respect of or his best efforts for any Third-Party Claim in which it has assumed or participated in the defense, defense to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (g) Any claim under this Article 10 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.25.2, 6.3 5.3 (to the extent provided in the last sentence of Section 5.3) or 6.4 5.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a5.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 5 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 65: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 65, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2Sections 11.2, 6.3 11.3, or 6.4 11.4 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) . If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) 11.9 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, provided, however, that the right of the Indemnifying Person to contest the right of the Indemnified Person to indemnification with respect to Third-Party Claims arising under Section 11.3 or 11.4(g) of the Agreement shall not be extinguished until thirty (30) days after the assumption, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; , (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. . Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third- Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (c) which may not be unreasonably withheld, delayed or conditioned). Notwithstanding the provisions of Section 13.4, each of Buyer and Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that a Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on such party with respect to such a claim anywhere in the world. With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) . With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly (and in any event within thirty (30) days) after receipt by a Person entitled to indemnity indemnification under Section 6.2, 6.3 9.2 or 6.4 (an "Indemnified Person") Section 9.3 of notice of the assertion of a Third-Party Claim against itClaim, such Indemnified Person shall give notice to the Person or Persons obligated to indemnify under such Section (each, an "“Indemnifying Person"”) of the assertion of such Third-Party Claim; provided, provided that the failure to notify the Indemnifying Person will shall not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is actually and materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a9.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or inappropriate, (ii) greater than 50% of the Indemnifying Person fails Damages are reasonably anticipated to provide reasonable assurance to be incurred by the Indemnified Person of its financial capacity to defend because such ThirdDamages constitute De Minimis Damages or exceed the applicable maximum limit (if any) for indemnification contained in Section 9.4, (iii) material equitable or other non-Party Claim and provide indemnification with respect monetary relief is sought from any Indemnified Person pursuant to such Third-Party Claim, (iv) the claim is brought by a Governmental Body (except for claims relating to Taxes), (v) the claim relates to Taxes and is subject to indemnification under Section 9.2, except to the extent that the claim relates to a Pre-Closing Period or (vi) the Indemnifying Party has failed or is failing, or, if more than one Party is obligated to indemnify the Indemnified Person under Section 9.2 but such Parties have failed or are failing, to prosecute or defend diligently the Third-Party Claim after written notice specifying the grounds of such failure and which failure has not been remedied reasonably promptly) to assume the defense of such Third-Party Claim. Notwithstanding the foregoing, (i) in the case of a Third-Party Claim with counsel for Taxes relating to a Straddle Period, the Indemnified Person and the Indemnifying Person shall jointly control such Third-Party Claim and (ii) in the case of its choicea Third Party Claim arising out of or relating to any California Litigation Sempra Energy shall control such Third-Party Claim. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Indemnified Person shall nothave the right (but not the duty) to participate in the defense of such Third-Party Claim and to employ separate counsel of its own choice for such purpose; provided that, so long as it the Indemnifying Person diligently conducts such defense, the Indemnifying Person shall not be liable to the Indemnified Person under this Article 6 IX for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case incurred by the Indemnified Person in connection with the defense of such Third-Party Claim after the Indemnifying Party assumes control of the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, such assumption will, unless additional information at the time of the assumption emerges to change this conclusion, conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification (but no such assumption shall affect the applicability of any limit on indemnification contained in Section 9.4). No compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent (which consent shall not be unreasonably withheld or delayed) or by the Indemnified Person without the Indemnifying Person’s consent (which consent shall not be unreasonably withheld or delayed) unless the Third Party Claim does not relate to Taxes and (A) there is no finding or admission of any material violation of Legal Requirement or any violation of the rights of any Person; Requirement, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; Person and (C) the compromise or settlement expressly unconditionally releases the Indemnified Person and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim. No Person shall have no any liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If consent if required pursuant to the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimimmediately preceding sentence. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten twenty (1020) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified PersonClaim. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6IX: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully reasonably informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. ; provided, that the Indemnifying Party shall pay the reasonable Third Party out-of-pocket expenses incurred in providing such cooperation (dincluding reasonable legal fees and disbursements) With respect by the Party providing such cooperation but shall not be required to any Third-compensate such Party Claim subject to indemnification under this Article 6for time spent by its officers, the parties agree to cooperate directors, employees or agents in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegecooperation.

Third Party Claims. (a) 8.4.1 Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 8.1 or 6.4 8.2 (an "Indemnified PersonINDEMNIFIED PERSON") of notice of the assertion of any claim against any Indemnified Person by a Thirdthird party (a "THIRD-Party Claim against itPARTY CLAIM"), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying PersonINDEMNIFYING PERSON") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) 8.4.2 If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) 8.4.1 of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate materially prejudice the Indemnified Person or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choiceClaim. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 8 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any PersonRequirement; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Cii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Indemnified Person will be bound by any determination made in shall have the right to control the defense of such Third-Party Claim or any Claim, provided that (x) the Indemnifying Person has the right to participate in such defense using counsel of its choosing at its own expense, and (y) no compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such may be effected by the Indemnifying Person is without the Indemnified Person's consent, not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claimbe unreasonably withheld. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (ai) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7(b) or 6.4 7(c) (an "“Indemnified Person"”) of notice of the assertion of any claim against any Indemnified Person by a third party (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (bii) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7(g)(i) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate control in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, (1) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of Legal Requirement any legal requirement or any violation of the rights of any Person; Person and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C2) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten thirty (1030) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (ai) Promptly In order for an Indemnified Person to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any Person against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must provide the Indemnifying Person with a Claim Notice regarding the Third-Party Claim promptly and in any event within ten (10) Business Days after receipt by a such Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of written notice of the assertion Third-Party Claim; provided that failure to give such notification shall not affect the indemnification provided hereunder except to the extent, and only to the extent that, the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Person shall deliver to the Indemnifying Person, as promptly as practicable after the Indemnified Person’s receipt thereof and to the extent permitted by applicable Law, copies of all notices and documents (including court papers) received by the Indemnified Person relating to the Third-Party Claim. (ii) Subject to Section 7.5(b)(iii), if a Third-Party Claim is made against itan Indemnified Person, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve be entitled to assume the defense thereof with counsel selected by the Indemnifying Person of any liability that it may have and reasonably acceptable to any the Indemnified Person, except to the extent that . If the Indemnifying Person demonstrates that so elects to assume the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person will not be liable to the Indemnified Person for legal fees and expenses subsequently incurred by the Indemnified Person in connection with the defense thereof except as otherwise set forth herein. If the Indemnifying Person assumes such defense, the Indemnified Person shall be entitled have the right, at its own expense, to participate in the defense of thereof and, at its own expense, to employ counsel reasonably acceptable to the Indemnifying Person, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnifying Person shall control such defense. If the Indemnifying Person chooses to defend or prosecute any Third-Party Claim andClaim, all the Parties hereto shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Person’s request) the provision to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made of records and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect information which are reasonably relevant to such Third-Party Claim), and making officers, directors, employees and agents of the Indemnified Person reasonably available on a mutually convenient basis to assume the defense of provide information, testimony at depositions, hearings or trials, and such Third-Party Claim with counsel of its choice. After notice from other assistance as may be reasonably requested by the Indemnifying Person to and in a manner which does not unreasonably interfere with the business and operations of the Indemnified Person of its election to assume the defense of such Third-Party Claim, Person. Whether or not the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. If the Indemnifying Person assumes have assumed the defense of a Third-Party Claim, no the Indemnified Person shall not admit any Liability with respect to, or settle, compromise or settlement of discharge, such Third-Party Claim may be effected by without the Indemnifying Person’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Indemnifying Person shall not admit any Liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnified Person's Consent unless ’s prior written consent (A) there is no finding which consent shall not be unreasonably withheld, delayed or admission of any violation of Legal Requirement or any violation of the rights of any Personconditioned); (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect agree to any such admission of Liability, settlement, compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense discharge of a Third-Party Claim that the Indemnifying Person may recommend if and only if (A) the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation Person will have no Liability with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Claim and will be released in full in connection with such Third-Party Claim Claim; and (B) the same would not impose any injunction or other equitable remedies on the Indemnified Person or its business. (iii) Notwithstanding anything contained herein to the contrary, if (A) the Indemnifying Person does not, fails to notify the Indemnified Person within ten (10) days Business Days after receipt of any Claim Notice of a Third-Party Claim that the Indemnifying Person elects to defend the Indemnified Person pursuant to the terms hereunder, (B) the Indemnifying Person elects to defend the Indemnified Person pursuant to the terms hereunder but, upon petition by the Indemnified Person's notice is given, give notice to the Indemnified Person a court of its election to assume the defense of such Third-Party Claim, competent jurisdiction rules that the Indemnifying Person will be bound by any determination made in has failed to diligently prosecute or settle the Third-Person Claim, (C) such Third-Party Claim seeks an injunction or any compromise other equitable relief against the Indemnified Party or settlement effected alleges a criminal violation, (D) the conduct of such defense by the Indemnified Person. (c) With respect Indemnifying Party would be inappropriate due to any Third-Party Claim subject to indemnification under this Article 6: (i) both a conflict between the Indemnified Person Party and the Indemnifying PersonParty, as (E) the case may be, shall keep amount in dispute exceeds the other Person fully informed maximum amount for which an Indemnifying Party could be liable pursuant to this Article VII in light of the status of limitations on indemnification herein, (F) the Indemnifying Party does not agree in writing that the Indemnifying Party is obligated to pay for any Losses arising from or related to such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel(subject to the limitations on indemnification set forth in Section 7.4, and (iiG) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim involves a customer, supplier or other material business relationship of the Company, then the Indemnified Person shall have the right to defend, at the sole cost and expense of the Indemnifying Person, the Third-Person Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Person to a final conclusion or settled, subject to the limitations on settlement by the Indemnified Person set forth in this Agreement and subject to the other terms, conditions and limitations of the indemnification obligations of the Indemnifying Person(s) under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegeAgreement.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7.1 or 6.4 7.2 (an "“Indemnified Person"”) of notice of the assertion of any claim against any Indemnified Person by a third party (a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a7.7(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VII for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (Cii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) With respect to any Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim subject 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 Article 6: (i) both Agreement, the Indemnified Person and may, by notice to the Indemnifying Person, as assume the case may beexclusive right to defend, shall keep the other Person fully informed of the status of compromise or settle such Third-Party Claim and Claim, but the Indemnifying Person will not be bound by any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect determination of any Third-Party Claim in so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of proceduremay not be unreasonably withheld), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 11.2 and 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate, or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 XI for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will establish conclusively for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; , (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (C) the Indemnified Person shall have no liability Liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 12.4, Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6XI: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6XI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable best effort, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 12.2 or 6.4 12.3 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a12.6(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 12 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If . (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person assumes will not be bound by any determination of any Third-Party Claim so defended for the defense purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 14.4, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim and the is brought against any Buyer Indemnified Party thereafter settles or compromises such Third Party Person for purposes of any claim without the Consent of the Indemnifying Party, or if the that a Buyer Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation Person may have under this Agreement with respect to such Third-Party Claim. If notice is given Proceeding or the matters alleged therein and agree that process may be served on Sellers with respect to an Indemnifying Person of such a claim anywhere in the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Personworld. (ce) With respect to any Third-Party Claim subject to indemnification under this Article 612: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 612, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.and

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this Article XII (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a12.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 XII for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6XII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 6XII, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.211.2, 6.3 11.3 (to the extent provided in Section 11.3) or 6.4 11.4 (an "Indemnified Person") of notice of the assertion or threat of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a11.8(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicereasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person 47 of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Each of Spartan and Xxxxxxx hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Xxxxxxx Indemnified Person or Spartan Indemnified Person (as the case may be) for purposes of any claim that a Xxxxxxx Indemnified Person or Spartan Indemnified Person (as the case may be) may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on the other party with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Commercially Reasonable Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2SECTION 10.2, 6.3 or 6.4 10.3 OR 10.4 (an "Indemnified PersonINDEMNIFIED PERSON") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying PersonINDEMNIFYING PERSON") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(aSECTION 10.9(A) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate inappropriate; or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 10 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of the Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of the Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of SECTION 12.7, the parties to this Agreement hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under the Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on the parties to this Agreement with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 610: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 610, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), ; and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by If a Person entitled to indemnity under Section 6.2, 6.3 6.1 or 6.4 6.2 (an "“Indemnified Person"”) of receives notice of the assertion of a Third-Party Claim that may give rise to a claim against it, such Indemnified Person shall give notice to the a Person obligated to indemnify the Indemnified Person under such Section this Article 6 (an "“Indemnifying Person") ”), the Indemnified Person shall promptly give notice of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by to the Indemnified Indemnifying Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a Third-Party Claim, the The Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such any Third-Party Claim). In addition, the Indemnifying Person may elect to assume the defense of such the Third-Party Claim with counsel of its choice. After satisfactory to the Indemnified Person by (i) giving notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim and (ii) giving the Indemnifying Indemnified Person shall not, so long as it diligently conducts such defense, be liable evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to fulfill its indemnification obligations under this Article 6 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. 6. (c) If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (i) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for its fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation; (ii) the election shall conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to indemnification under this Agreement for the entirety of any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim (without regard to the provisions of Section 6.3); (iii) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A1) there is no finding or admission of any violation by the Indemnified Person of any Legal Requirement Requirements or any violation of the rights of any Person; , (B2) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (3) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and and (Civ) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. consent. (v) If the Indemnifying Person assumes does not assume the defense of a Third-Party Claim and in the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Partymanner provided in Section 6.4(b), or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person does not conduct the defense of the assertion of any a Third-Party Claim and in the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claimmanner provided in Section 6.4(c), the Indemnifying Person will shall be bound by any determination made in resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (cd) With respect to any Third-Party Claim subject to indemnification under this Article 6: : (i) both the Indemnified Person and the Indemnifying Person, as the case may be, parties agree that each shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and ; and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to Any claim for indemnification under for which the Indemnifying Person is liable in accordance with this Article 6, Section 6.4 shall be paid or reimbursed by the parties agree to cooperate in such a manner as to preserve in full (Indemnifying Person to the extent possible) Indemnified Person promptly after any determination, compromise, or settlement, as the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegecase may be.

Third Party Claims. (a) Promptly after receipt by a an Indemnified Person entitled to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a Third-claim against it by a third party (i.e., a Person that is not a Buyer Indemnified Person or a Seller Indemnified Person, or one of their respective Affiliates) for which the Indemnified Person is entitled to indemnity hereunder (a “Third- Party Claim against itClaim”), such the Indemnified Person shall give notice to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim; provided, provided however, that the failure to promptly notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. Such notice by the Indemnified Person shall: (i) describe the Third-Party Claim in reasonable detail; (ii) include copies of all material written evidence thereof; and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Person. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a10.08(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim at its sole cost and expense and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim)wishes, to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnifying Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 X for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim. (c) The Indemnified Person shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. If the Indemnifying Person elects not to compromise or defend such Third-Party Claim or fails to notify the Indemnified Person in writing of its election to defend as provided in this Agreement, the Indemnified Person may, subject to Section 10.08(d), 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 (subject to the limitations on indemnification and the recovery of Losses provided herein). The parties hereto shall (and shall cause their respective Affiliates and Representatives to) cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third- Party Claim and, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. (d) In the event the Indemnifying Person assumes the defense of a any Third-Party Claim, no compromise or the Indemnifying Person shall not enter into settlement of such any Third-Party Claim may be effected by the Indemnifying Person without the prior written consent of the Indemnified Person's Consent unless Person (Awhich consent shall not be unreasonably withheld, conditioned or delayed), unless: (i) there is no finding or admission of any violation of Legal Requirement or any violation of Law by the rights of any PersonIndemnified Person in such settlement; (Bii) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Person; and (Ciii) such settlement provides, in customary form, for the release of the Indemnified Person shall have no liability from all liabilities and obligations in connection with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Third- Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and If, however, the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to not assume the defense of such the Third-Party Claim, the Indemnified Person shall not agree to any settlement thereof without the written consent of the Indemnifying Person will (which consent shall not be bound unreasonably withheld, conditioned or delayed), unless: (x) there is no finding or admission of any violation of Law by any determination made the Indemnifying Person in such Third-Party Claim or any compromise or settlement; (y) the sole relief provided in such settlement effected by is monetary damages; and (z) such settlement provides, in customary form, for the Indemnified Person. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and release of the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of from all liabilities and obligations in connection with such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under this Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a13.9(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 XIII for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of, and subject to, indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; , and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims otherwise effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimconsent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim Claim, and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 14.4, Seller and each Affiliate hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller and Affiliates with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6XIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6XIII, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortsbest efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law Legal Requirements and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for for, or participating in in, the defense of any Third-Party Claim shall, to the extent possible, be made in a manner so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 7.2 or 6.4 7.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of such Third-Party Claimclaim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, Person except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to this Section 6.8(a) 7.4 of the assertion of a Third-Party Claimclaim, the Indemnifying Person shall be entitled to participate in the defense of such claim to the extent that it is brought by a third-party (the “Third-Party Claim Claim”) and, to the extent that it wishes (unless unless, at any time during the processing, handling, or prosecution of such Third-Party Claim, any of the following events occurs, arises, or becomes known to the Indemnified Person, at which time the Indemnified Person may assume and control the defense of such Third-Party Claim, notwithstanding the Indemnifying Person’s prior assumption of such defense: (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or inappropriate, (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim, (iii) involves a claim to which the Indemnified Person reasonably believes could be detrimental to or injure the Indemnified Person’s reputation, customer or supplier relations or future business prospects, (iv) seeks non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), or (v) involves criminal allegations), to assume the defense of such Third-Party Claim with counsel of its choicesatisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 VII for any fees of other counsel or any other legal expenses with respect to the defense of such Third-Party Claim. , in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. (c) If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (A) there is no finding or admission of any violation of Legal Requirement Law or any violation of the rights of any Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim Claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claimwritten consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person, provided that it is conclusively determined by a court of competent jurisdiction that the claims made were within the scope of and subject to indemnification. (cd) With respect to any Third-Party Claim subject to indemnification under this Article 6VII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings actions at all stages thereof where such Person is not represented by its own counselcounsel in such action, proceeding or dispute, and (ii) the parties Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 6VII, the parties Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party Party agrees that: (i) it will use its Best Effortsa commercially reasonable effort, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid the production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt A Person benefited by a Person entitled to indemnity under Section 6.2, 6.3 (solely to the extent provided in the last sentence of Section 6.3), or 6.4 (an "“Indemnified Person"”) of shall give notice of the assertion of a Third-Party Claim against itto Seller or Buyer (an “Indemnifying Person”), such as the case may be; provided, however, that no failure or delay on the part of an Indemnified Person shall give notice to the Person obligated to indemnify under such Section (in notifying an "Indemnifying Person") of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Article 6 except to the extent that the Indemnifying Person demonstrates that failure or delay materially prejudices the defense of such the Third-Party Claim is prejudiced by the Indemnified Indemnifying Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Except as provided in Section 6.8(a) of the assertion of a Third-Party Claim6.6(c), the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), may elect to assume the defense of such the Third-Party Claim with counsel of its choice. After satisfactory to the Indemnified Person by (A) giving notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim and (B) giving the Indemnifying Indemnified Person shall not, so long as it diligently conducts such defense, be liable evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third-Party Claim and fulfill its obligations under this Article 6 for any fees 6, in each case no later than 10 days after the Indemnified Person gives notice of other counsel or any other expenses with respect to the defense assertion of such a Third-Party Claim. If Claim under Section 6.6(a).If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation; (B) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim; (C) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent unless (AI) there is no finding or admission of any violation by the Indemnified Person of any Legal Requirement or any violation of the rights of any Person; , (BII) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and and (CD) the Indemnified Indemnifying Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Personconsent. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a1) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 13(b) or 6.4 13(c) (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such the Indemnified Person shall give notice to the Person obligated to indemnify under such Section section (an "“Indemnifying Person"”) of the assertion of the Third-Party Claim, together with such information relating to such Third-Party ClaimClaim as the Indemnified Person may possess or control, provided that the failure to notify the Indemnifying Person will shall not relieve the Indemnifying Person of any liability Liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such the Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. (b2) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a13(f)(1) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such the Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person reasonably determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claiminappropriate), to assume the defense of such the Third-Party Claim with counsel of its choiceounsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 6 Section 13 for any fees of other counsel or any other expenses with respect to the defense of such the Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of the Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such the Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's ’s Consent unless (A) there is no finding or admission of any violation Breach of any Legal Requirement or any violation of the rights of any Person; , (B) the sole relief provided is monetary damages that are paid in full by or on behalf of the Indemnifying Person; , and (C) the Indemnified Person shall have no liability Liability with respect to any compromise or settlement of such Third-Party Claim effected without its Consent. If the Indemnifying Person assumes the defense of a Third-Party Claim and the Indemnified Party thereafter settles or compromises such Third Party claim without the Consent of the Indemnifying Party, or if the Indemnified Party fails to reasonably cooperate with the Indemnifying Party in good faith or takes actions that materially prejudice the Indemnifying Party's ability to defend such Third-Party Claim, then the Indemnifying Party shall be released from any and all liability or obligation with respect to such Third-Party Claim. If an Indemnified Person gives notice is given to an the Indemnifying Person pursuant to Section 13(f)(1) of the assertion of any a Third-Party Claim and the Indemnifying Person does not, within ten (10) days 10 Business Days after the Indemnified Person's such notice is given, give notice to notify the Indemnified Person of its election to assume the defense of such the Third-Party Claim, the Indemnifying Person will shall be bound by any determination made in such the Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c3) With respect to any Third-Party Claim subject to indemnification under this Article 6: Section 13, (iA) both the Indemnified Person and the Indemnifying Person, as the case may be, Person shall keep the each other Person fully informed of the status of such the Third-Party Claim and any related Proceedings Proceeding at all stages thereof where such Person is not represented by its own counsel, ; and (iiB) the parties agree (Indemnified Person and the Indemnifying Person, each at its own expense) to , shall render to each other such assistance as they may reasonably require request of each other and to reasonably shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any the Third-Party Claim. (d) With respect to any Third-Party Claim subject to indemnification under this Article 6, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 11.2 or 6.4 11.3 (an "“Indemnified Person"”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall will give notice to the Person obligated to indemnify under such Section (an "“Indemnifying Person"”) of the assertion of such claim. If Sellers are the Indemnifying Person under Section 11.2 then Buyer need only give notice to Seller Representative and Seller Representative shall take all actions for Sellers as an Indemnifying Person pursuant to this Section 11.8 with respect to such Third-Party Claim, provided that . If Buyer or the failure Buyer Designees are the Indemnifying Person under Section 11.3 then Sellers need only give notice to Buyer and Buyer shall take all actions for Buyer or the Buyer Designees as an Indemnifying Person pursuant to this Section 11.8 with respect to such Third-Party Claim. Failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person's ’s failure to give such notice. (b) If any Third-Party Claim referred to in Section 11.8(a) is asserted against an Indemnified Person and the Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) of the assertion of a such Third-Party Claim, the Indemnifying Person shall will be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Third Party Claim is made and the Indemnified Person determines in good faith reasonably believes that joint representation would be inappropriate there is a conflict of interest between the Indemnifying Person and the Indemnified Person or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person at any time within thirty (30) days after the Indemnified Person has given notice of its choice. After the assertion of such Third-Party Claim and, after notice from the Indemnifying Person to the Indemnified Person of its election to assume the exclusive defense of such Third-Party Claim, the Indemnifying Person shall will not, so as long as it diligently conducts such defensedefense with reasonable diligence, be liable to the Indemnified Person under this Article 6 11 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than as expressly set forth in this Section 11.8. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purpose of this Agreement that the claims made in the Third Party Claim are within the scope of and subject to indemnification hereunder, (ii) no compromise or settlement of such Third-Party Claim claims may be effected by the Indemnifying Person without the Indemnified Person's Consent ’s consent (which may not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Legal Requirement Requirements that would reasonably be expected to adversely affect Buyer in any material respect or any violation of the rights of any Person; Person and no effect on any other claims that may be made against the Indemnified Person and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and , (Ciii) the Indemnified Person shall will have no liability with respect to any compromise or settlement of such Third-Party Claim claims effected without its Consent. If consent, (iv) the Indemnifying Indemnified Person assumes may participate in the defense defense, settlement or compromise of a the Third-Party Claim and employ separate counsel at its sole expense except as expressly provided in this Section 11.8, and (v) the Indemnifying Person shall consult with the Indemnified Party thereafter settles or compromises such Third Party claim without Person and take into account the Consent advice and opinions of the Indemnified Person and its counsel in the conduct of such defense or settlement. The Indemnifying PartyPerson shall bear the reasonable fees, or if costs and expenses of such separate counsel if: (x) the Indemnified Party fails to Person reasonably cooperate with believes that the there is a reasonable likelihood of a conflict of interest between the Indemnifying Party in good faith Person and the Indemnified Person or takes actions that materially prejudice (y) the Indemnifying Party's ability Person shall not have employed counsel to defend such Third-Party Claim, then represent the Indemnified Person within a reasonable time after the Indemnifying Party shall be released from any and all liability or obligation with respect to Person has received notice of the assertion of such Third-Party Claim. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten thirty (1030) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such determination, compromise or settlement of the Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith after consulting with counsel that (i) there is a reasonable probability that a Third-Party Claim may adversely affect the Indemnified Person or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, (ii) there is a conflict of interest that would prevent the Indemnifying Person from fully or adequately representing the Indemnified Person’s interests with respect to a Third-Party Claim, (iii) the Indemnifying Person assumes such defense but fails to conduct the defense of such Third-Party Claim with reasonable diligence or (iv) the Indemnifying Person declines to direct the defense of any such Third-Party Claim pursuant to this Section 11.8 or withdraws from such defense, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will be entitled to participate in such Third-Party Claim at its own expense. The Indemnifying Person will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld or delayed). (d) Notwithstanding the provisions of Section 12.4, each Seller hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article 611: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to reasonably cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (df) With respect to any Third-Party Claim subject to indemnification under this Article 611, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Effortscommercially reasonable efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.