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 6.2, 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 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 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. 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 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 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. (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 6.211.2, 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 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 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 6.211.2, 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 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 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 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 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) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 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 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 6Section 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 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 (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 a Third-Party Claim 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 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 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, 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 (Ai) there is no finding or admission of any violation of Legal Requirement Law or any violation of the rights of any Person; (Bii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and or (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 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-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-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 ’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 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 shall in no way be construed as establishing 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 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 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 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, (i) 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, and (ii) Buyer hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Seller Indemnified Person for purposes of any claim that a Seller 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 Buyer 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 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 Thirdthird-Party Claim party claim against it, such Indemnified Person shall give notice to the Person party obligated to indemnify under such Section 9.2 (an "“Indemnifying Person"”) of the assertion of such Thirdthird-Party Claimparty 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 Thirdthird-Party Claim 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(a9.5(a) of the assertion of a Thirdthird-Party Claimparty claim, the Indemnifying Person shall be entitled to participate in the defense of such Thirdthird-Party Claim party claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person person against whom the Thirdthird-Party Claim 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 Thirdthird-Party Claim party claim and provide indemnification with respect to such Thirdthird-Party Claimparty claim), to assume the defense of such Thirdthird-Party Claim 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 Thirdthird-Party Claimparty 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 Thirdthird-Party Claimparty 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 Thirdthird-Party Claimparty 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 Thirdthird-Party Claim party claims 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 Legal Requirement legal requirement 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 Thirdthird-Party Claim party 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 Thirdthird-Party Claim 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 Thirdthird-Party Claimparty claim, the Indemnifying Person will be bound by any determination made in such Thirdthird-Party Claim 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 or subsidiaries 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) Notwithstanding the provisions of this Section 9.5, each party hereby consents to the nonexclusive jurisdiction of any court in Wilmington, Delaware, New York, New York and London, England, 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 and agree that process may be served on such party with respect to such a claim anywhere in the world. (e) With respect to any Thirdthird-Party Claim 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 person fully informed of the status of such Thirdthird-Party Claim 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 Thirdthird-Party Claimparty claim. (df) With respect to any Thirdthird-Party Claim party claim subject to indemnification under this Article 6IX, 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 Effortsbest efforts, in respect of any Thirdthird-Party Claim 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 Thirdthird-Party Claim 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 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 by a Person entitled With respect to indemnity under Section 6.2, 6.3 or 6.4 (an "Indemnified Person") of notice of the assertion of a each Third-Party Claim against it, such Indemnified that is the subject of a Claim Notice: (a) The Indemnifying Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the assertion of such Third-Party Claimbe entitled, 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 permitted by applicable Law, to assume and control the defense of such Third-Party Claim is prejudiced with counsel approved by the Indemnified Person's failure to give such noticePerson (which approval shall not unreasonably be withheld, delayed or conditioned). (b) If an Indemnified Person gives notice to After the Indemnifying Person pursuant to Section 6.8(a) duly assumes the defense of the assertion of a such Third-Party Claim, the Indemnifying : (i) The Indemnified Person shall have the right to, but shall not be entitled obligated to, employ separate counsel and to participate in the defense of such Third-Party Claim andClaim. The Indemnifying Person shall not be required to reimburse the Indemnified Person for the reasonable fees and disbursements of such separate counsel as incurred, except to the extent that (A) the actual or potential defendants in, or targets of, such Third-Party Claim include both the Indemnifying Person and the Indemnified Person, and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it wishes that are different from or additional to those available to the Indemnifying Person; or (unless (iB) the Indemnifying Person authorizes the Indemnified Person in writing to employ separate counsel at the Indemnifying Person’s expense. (ii) The Indemnifying Person shall not settle, compromise, admit liability or consent to the entry of judgment in connection with such Third-Party Claim, nor shall it offer to do so, in any such case without the Indemnified Person’s written consent, unless (A) no finding or admission of any violation of Law or any violation of the rights of any Person can be made as the result of such action, and (B) the sole relief (if any) provided is also a monetary damages that are reimbursed in full by the Indemnifying Person. (iii) The Indemnifying Person against whom shall have no Liability with respect to any compromise, settlement or discharge of the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would effected without its written consent (which consent may not unreasonably be inappropriate withheld, delayed or conditioned). (iic) If 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 has not duly assumed the defense of such Third-Party Claim with counsel within thirty (30) calendar days following its receipt of its choice. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party ClaimClaim Notice, then (i) 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 action taken, or any compromise or settlement effected by the Indemnified Person prior to the assumption of such defense by the Indemnifying Person. , and (cii) With respect to any the extent that such Third-Party Claim is subject to indemnification or reimbursement under this Article 6: Section 10.2 or 10.3, all costs and expenses incurred by the Indemnified Person in defending the Third-Party Claim (iincluding reasonable legal, accounting and other professional fees and disbursements and expenses of investigation, preparation and defense) both shall be reimbursed by the Indemnifying Person as incurred. If the Indemnifying Person has not duly assumed the defense of the Third-Party Claim within thirty (30) calendar days following its receipt of the Claim Notice, the Indemnifying Person shall thereafter have no right to assume or control such defense. (d) The Indemnified Person and the Indemnifying Person, as the case may be, Person shall keep the each other Person fully informed of concerning 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 counselthereof, and (ii) the parties agree (each at its own expense) to shall render to each other such assistance as they may reasonably require of each other and to reasonably shall cooperate with each other in good faith with each other in order to ensure the proper and adequate defense of any such Third-Party Claim. All reasonable out-of-pocket costs and expenses incurred by the Indemnified Person in connection therewith shall be reimbursed by the Indemnifying Person as incurred. (de) 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 The Indemnified Person and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will Indemnifying Person shall use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, commercially reasonable efforts to avoid production of Confidential Information confidential information (consistent with applicable law Law and rules of procedure), and (ii) to cause all communications between any party hereto among employees, counsel and counsel responsible for or participating in other representatives of the defense of any Third-Party Claim shall, Indemnified Person and the Indemnifying Person to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilegeprivileges. (f) Each party hereby consents to the non-exclusive jurisdiction of any court in which a Third-Party Claim is brought for purposes of any claim for indemnification or reimbursement with respect to such Third-Party Claim or the matters alleged therein, and agrees that process may be served on such Party with respect to any such claim anywhere in the world.

Third Party Claims. (a) Promptly after receipt by a Person party hereto entitled to indemnity under Section 6.26.1, 6.3 or 6.4 Section 6.2 (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(a6.4(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 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 VI 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, Claim 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 fifteen (1015) 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 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 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 The Indemnified Person shall give notice as promptly as is reasonably practicable 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 claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement; PROVIDED that the failure of the Indemnified Person to give notice shall not relieve the Indemnifying Person does notof its obligations under this ARTICLE X except to the extent (if any) that the Indemnifying Person shall have been prejudiced thereby. The Indemnifying Person may, within ten at its own expense (10a) days after participate in the Indemnified Person's notice is givendefense of any claim, give suit, action or proceeding and (b) upon notice to the Indemnified Person and the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to SECTION 3.3, 9.2 or 9.3 for all Losses arising out of its election to such claim, suit, action or proceeding and that the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such claim, suit, action or proceeding, assume the defense of such Third-Party Claimthereof, PROVIDED that (i) the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) the Indemnifying Person will shall thereafter consult with the Indemnified Person upon the Indemnified Person's reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the obligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by the Indemnifying Person's counsel of both the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such claim, action, suit or proceeding and the Indemnifying Person shall pay the fees and disbursements of such separate counsel. Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. (b) Any settlement or compromise made or caused to 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 or the Indemnifying Person, as the case may be, shall keep the other Person fully informed of any such claim, suit, action or proceeding of the status kind referred to in SECTION 9.5(a) shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, 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 Third-Party Claim settlement or compromise; PROVIDED that no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement without its prior written consent. The Indemnified Person will give the Indemnifying Person at least 30 days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; PROVIDED that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any related Proceedings at and all stages thereof where such Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person is would have been obligated to pay under the proposed settlement or compromise. (c) In the event that the Indemnifying Person does not represented by its own counsel, and (ii) elect to assume 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 claim, suit, action or proceeding, then any failure of the Indemnified Person to any Third-Party Claim subject defend or 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 participate in the defense of any Third-Party Claim shallsuch claim, suit, action or proceeding or to cause the extent possiblesame to be done, be made so as to preserve any applicable attorney-client or work-product privilegeshall not relieve the Indemnifying Person of its obligations hereunder.

Third Party Claims. (a) Promptly after receipt A Person benefited by a Person entitled to indemnity under Section 6.2, 6.3 11.02 or 6.4 Section 11.03 (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 Section 11.06 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 Claim11.06(e), 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 Third-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 11.06, in each case no later than 10 days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 11.06(a). (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 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; (ii) 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 11.05); (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 (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 (Civ) 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. (d) 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 11.06(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 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. (ce) 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. (f) Notwithstanding the provisions of Section 12.10, Seller 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. (g) With respect to any Third-Party Claim subject to indemnification under this Article 6: ARTICLE XI: (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. (dh) With respect to any Third-Party Claim subject to indemnification under this Article 6ARTICLE XI, 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. (i) Any claim under this ARTICLE XI 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 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 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 12.11, 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. (a) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 8.2 or 6.4 8.3 (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(a8.7(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 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 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 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 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). (d) Seller and the Shareholder 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 Seller and the Shareholder 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 A Person benefited by a Person entitled to indemnity under Section 6.2, 6.3 11.02 or 6.4 11.03 (an "“Indemnified Person"”) of shall give notice of the assertion of a Third-Party Claim against itto each 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 XI 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 11.07(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 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 11, 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 11.07(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 (subject to the provisions of Section 11.06); (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. 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 11.07(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 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 12.13, Sellers 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 6: XI: (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. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6XI, 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 It 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 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 XI 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 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 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 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 Claim, 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, 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 by a Person entitled to indemnity under Sections 12.02, 12.03 (to the extent provided in the last sentence of Section 6.212.03), 6.3 or 6.4 12.04 (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 (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 failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a12.06(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, and to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person to the extent that it wishes (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, so long as the Indemnifying Person shall not, so long as it diligently conducts such defense, it shall not be liable to the Indemnified Person under this Article 6 Section 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, (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 unless (AI) there is no finding or admission of any violation of Legal Requirement Law or any violation of the rights of any Person; (BII) 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 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 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 14.04(b), 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 Buyers Indemnified Person for purposes of any claim that a Buyers Indemnified Person may have under this Agreement -------------------------------------------------------------------------------- 44 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 12: (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 reasonably 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 12, 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 Section 11.3 (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 such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to under 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 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 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 ’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 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 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 Section 13.4, each Seller (i) 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 (ii) agrees that process may be served on such 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 6: ARTICLE 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, 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, including without limitation the Indemnified Person’s making available to the Indemnifying Person all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnifying Person. (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 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 to this Agreement 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 In the event a Purchaser Indemnified Person entitled to indemnity under Section 6.2or a Seller Indemnified Person becomes aware of a third-party claim which such Purchaser Indemnified Person or Seller Indemnified Person believes may result in a claim for indemnification against an Indemnifying Person, 6.3 or 6.4 Purchaser (an "in the case of a Purchaser Indemnified Person") shall notify Seller or Seller (in the case of notice a Seller Indemnified Person) shall notify Purchaser, as the case may be, within thirty (30) days after an officer 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 becomes aware of such Third-Party Claim, claim (provided that the any failure to notify the Indemnifying Person will timely deliver such notice shall not relieve the Indemnifying Person of any liability that it may have to any affect an Indemnified Person’s rights hereunder, except to the extent that the Indemnifying Person demonstrates that the defense Person’s rights, and/or its ability to defend against such claim or potential claim, are prejudiced by such failure), including copies of such Third-Party Claim is prejudiced all notices and documents served on or received by the Indemnified Person's failure to give Person in connection with such noticeclaim. (b) If an Indemnified Person gives notice Except as provided in Sections 9.4(c) and 9.4(d), Purchaser shall have the right in its sole discretion to defend or settle any such third-party claim; provided, however, that if Purchaser settles any such third-party claim without the Indemnifying Person pursuant to Section 6.8(a) prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned), such settlement shall not be dispositive of the assertion existence of a Thirdan indemnifiable claim or the amount of Damages. If Purchaser does not elect to proceed with the defense of any third-Party Claim, the Indemnifying Person shall be party claim to which it is entitled to participate in control the defense of under this Section 9.4(b), Seller may proceed with the defense of such Thirdclaim. (c) Notwithstanding the foregoing, with respect to a third-Party Claim and, to party claim under which Seller or EPCOS Germany is the extent that it wishes (unless Indemnifying Person which: (i) (A) includes only a claim for monetary damages in an amount not in excess of the Indemnifying Person amount of the Holdback Amount then remaining or (B) is also solely with respect to a Person against whom breach of Contract by Seller or its Affiliate prior to the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or JV Closing; and (ii) is not a product warranty claim; and (iii) does not involve the Indemnifying Intellectual Property rights of any Person fails to provide reasonable assurance to the Indemnified Person (whether as part of its financial capacity to defend such Third-Party Claim and provide indemnification a claim with respect to such Third-Party ClaimRetained Infringement Liabilities, an IP Rep Infringement Claim or otherwise), ; and (iv) does not seek any type of injunctive relief; then Seller shall have the right in its sole discretion to assume and thereafter conduct the defense of any such Third-Party Claim claim with counsel of its choice. After notice from ; provided, however, that Seller may not settle any such claim without the Indemnifying Person to prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned) unless such settlement (A) shall only involve money damages in an amount not in excess of the Indemnified Person then remaining amount of the Holdback Amount and (B) shall not involve a license under any Acquired IP (or other Intellectual Property owned by Purchaser or any of its election Affiliates), admission of wrongdoing or impose any type of injunctive relief, and provided, further, that if Seller settles any third-party claim without the prior written consent of Purchaser, such settlement shall not be dispositive of the existence of an indemnifiable claim or the amount of Damages. If Seller does not elect to assume proceed with the defense of any third-party claim to which it is entitled to control the defense of under this Section 9.4(c), Purchaser may proceed with the defense of such Third-claim. (d) The Party Claim, providing 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 defense with respect to a third-party claim shall (i) conduct 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 claim 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 diligence to defend such Third-Party Claim, then the Indemnifying Party shall be released from any resolution (including settlement) 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 Party reasonably 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 counselmaterial developments, and (ii) promptly provide to the parties agree other Party copies of all non-publicly filed pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith and (each at iii) permit the other Party and its own expense) counsel to render to each other such assistance as they may reasonably require confer on the conduct of each other and to reasonably cooperate in good faith the defense thereof; provided, however, that the sole remedy 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 alleged breach of the defending Party’s obligations under this Article 6, Section 9.4(d) shall be a potential reduction in the parties agree amount of damages payable by the Indemnifying Party to cooperate in the Indemnified Party with respect to such a manner as to preserve in full (third party claim 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 prejudice of 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 privilegeIndemnifying Party.

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 Option 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 Option, 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 Option 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 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. (de) 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 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 13.2 or 6.4 Section 13.3 (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(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 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 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. 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 PersonPerson to the limit of liability hereunder; 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 (which may 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 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 to the extent of its liability hereunder made in such Third-Party Claim or any compromise or settlement effected by the Indemnified PersonPerson in good faith. (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) 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. (de) 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 after receipt If an Indemnified Person seeks indemnification under this Article 7 with respect to any pending or threatened Action, or written claim or demand, by a third Person entitled to indemnity under Section 6.2, 6.3 or 6.4 against such Indemnified Person (an "Indemnified Person") of notice of the assertion of a “Third-Party Claim against itClaim”), such Indemnified Person shall give notice deliver to the Person obligated Representative, within 20 Business Days of becoming aware of any facts or circumstances that would reasonably be expected to indemnify under such Section (an "Indemnifying Person") of the assertion give rise to a Liability Claim, written notice of such Third-Party Claim, provided that specifying, to the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any extent then known by such Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense amount of such Third-Party Claim is prejudiced Claim, the nature and basis of such claim and all relevant facts and circumstances relating thereto, including copies of all notices and documents (including court papers) received by the an Indemnified Person's Person relating to such Third-Party Claim; provided, however, that no delay in or failure to give such written notice, or provide any other notices or documents, to the Representative pursuant to this Section 7.9(a) will adversely affect any of the rights or remedies that the Indemnified Persons have under this Agreement or alter or relieve the Indemnitors of their obligations to indemnify the Indemnified Persons pursuant to this Article 7, except and to the extent that such delay or failure has actually, materially prejudiced the Indemnitors. Thereafter, Parent shall keep Representative reasonably informed on a current basis as to any changes or developments with respect to the foregoing, including by providing copies of all notices and documents (including court papers) from time to time received by Parent or any other Indemnified Person relating to such Third-Party Claim. (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 is made against an Indemnified Person, the Indemnifying Person Representative (solely on behalf of the Indemnitors) shall be entitled to participate in the defense of such Third-Party Claim andclaim, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made at its own expense, 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 may conduct and provide indemnification with respect to such Third-Party Claim), to assume control the defense of such Third-Party Claim with counsel selected by the Representative (on behalf of its choice. After notice from the Indemnifying Person Indemnitors and at their expense) and approved by Parent (which approval shall not unreasonably be withheld, conditioned or delayed) if (and only if) (i) the Third-Party Claim is an indemnifiable matter pursuant to Section 7.3(a)(ix) and the Representative (on behalf of the Indemnitors) expressly agrees in writing with the Indemnified Person that, as between them, the Indemnitors are solely responsible to satisfy and discharge the Third-Party Claim in accordance with their respective Direct Indemnification Percentages and (ii) the Representative gives written notice to such Indemnified Person within 20 Business Days of its election receipt by the Representative of the notice of such Third-Party Claim; provided, however, that the Representative shall not be entitled to assume control of the defense of such Third-Party Claim, Claim and the Indemnifying Indemnified Person shall notsolely have the right to control such defense if (A) such Third-Party Claim seeks, so long as it diligently conducts or is reasonably expected to result in claims for, specific performance, injunctive, equitable or other non-monetary relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages), (B) such defenseThird-Party Claim involves criminal or quasi-criminal actions or allegations of criminal or quasi-criminal conduct, (C) such Third-Party Claim could reasonably be liable expected to materially harm the reputation of Parent or any of its Affiliates or otherwise have a material adverse impact on the Parent’s or its Affiliates’ businesses or their relationship with any Governmental Authority, (D) Parent or another Indemnified Person has been advised by counsel that an actual conflict of interest exists between any of the Indemnitors and the Indemnified Person(s) bringing the claim, (E) the Representative’s or Indemnitors’ participation could reasonably be expected to result in the loss of any attorney-client privilege or right under the work-product doctrine of any Indemnified Person in respect of such claim, or (F) a defense available to the Indemnified Person under cannot be asserted by the Representative (on behalf of the Indemnitors). After the expiration of the 20-Business Day period referred to in the first sentence of this Article 6 for any fees Section 7.9(b), the Representative shall be deemed to have irrevocably waived its right to assume the defense of the Third-Party Claim. If the Representative assumes the defense of the Third-Party Claim in accordance with the terms of this Section 7.9(b), Parent or such other Indemnified Person shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Representative, it being understood, however, that the Representative shall control such defense. The party controlling the defense of a Third-Party Claim shall keep the other party reasonably advised of the status of such action, suit or any proceeding and the defense thereof and shall consider in good faith recommendations made by the other expenses party with respect to thereto. Whether the Representative or the Indemnified Person assumes the defense of the Third-Party Claim in accordance with the terms of this Section 7.9(b), the Representative and Parent (or such other Indemnified Person) shall reasonably cooperate in the defense of such Third-Party Claim. If Such cooperation shall include the Indemnifying Person assumes retention and (upon reasonable request) the defense provision to the other party of a records and information (including those of the Company, if applicable) in such party’s possession that are reasonably relevant to such Third-Party Claim, no compromise or settlement and making employees (including those former employees of such the Company, if applicable) reasonably available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. (c) If the Representative assumes the defense of the Third-Party Claim may in accordance with the terms of Section 7.9(b), the Representative shall not, without Parent’s express written consent (which shall not be effected by unreasonably withheld, conditioned or delayed), settle, discharge or compromise any Third-Party Claim or consent to the Indemnifying Person without the Indemnified Person's Consent unless entry of any judgment if such settlement, discharge, compromise or consent (Ai) there is no involves any finding or admission of any violation of Legal Requirement applicable Law on behalf of Parent or any violation of the rights its Affiliates or any of any Person; their respective representatives, (Bii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the does not cause each Indemnified Person shall have no liability with respect that is party to any compromise or settlement of such Third-Party Claim effected to be fully and unconditionally released from all Liability with respect to such claim, or (iii) imposes equitable remedies or material non-monetary obligations on the Indemnified Person. Parent or such other Indemnified Person will have the right in its sole discretion to settle, discharge or compromise any such Third-Party Claim, but if such settlement, discharge or compromise is without its Consentthe consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the settlement, discharge or compromise will not be evidence of the existence of an indemnifiable claim pursuant to this Agreement or determinative of the amount of Losses relating to such matter. If the Indemnifying Person assumes the defense Representative consents to any such settlement, discharge or compromise 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 neither the Indemnifying Party shall be released from Representative nor any and all liability Indemnitor will have any power or obligation authority to object to the amount or validity of any Liability Claim by or on behalf of any Indemnified Person for indemnification pursuant to this Article 7 with respect to the settlement, discharge or compromise of such Third-Party Claim. If notice is The Representative will be deemed to have given consent to an Indemnifying Person of a settlement, discharge or compromise if the assertion of any Third-Party Claim and the Indemnifying Person does not, Representative has not objected within ten (10) 20 days after the Indemnified Person's notice is givena written request for consent to such settlement, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound discharge or compromise by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified PersonParent. (cd) With Notwithstanding anything to the contrary in this Section 7.9, with respect to any Third-Party Claim subject related 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 shallTaxes, to the extent possiblethe procedures in this Section 7.9 are inconsistent with Section 4.11, be made so as to preserve any applicable attorney-client or work-product privilegethe provisions of Section 4.11 shall control.

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 for which such Indemnified Person may be entitled to indemnification pursuant to Section 11.1 (a "Third-Party Claim against itClaim"), such Indemnified Person shall give notice to the Person obligated Seller or Buyer, as applicable (hereinafter in this Section 11.2, referred to indemnify under such Section (an as "Indemnifying Person") of Seller")of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person Seller will not relieve the Indemnifying Person Seller of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person Seller 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 Seller pursuant to Section 6.8(a11.2(a) of the assertion of a Third-Party Claim, the Indemnifying Person Seller 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 Seller 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 Seller 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 Seller to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person Seller 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 previously incurred. If the Indemnifying Person Seller 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 Seller 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 Personperson; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying PersonSeller; 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 Seller of the assertion of any Third-Party Claim and the Indemnifying Person Seller 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 Seller shall be bound by any deemed to have reserved its right to challenge whether the Third-Party Claim falls within the scope of Section 11.1, above, but shall not challenge the amount of the Damages resulting from the determination made in such Third-Party Claim or any compromise or settlement effected in good faith 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 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 PersonSeller, 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 Seller 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 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 6.25.2, 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 6.2, 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 failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a) Article 11 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 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 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, 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 6: 11 (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: 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 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 6.28.2, 6.3 8.3 (to the extent provided in the last sentence of Section 8.3) or 6.4 8.4 (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(a8.9(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 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 (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 10.4, 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 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. (df) With respect to any Third-Party Claim subject to indemnification under this Article 68, 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) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 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 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 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 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-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 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 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-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. . 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). Notwithstanding the provisions of Section 11.4, Seller and 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. 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 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 69, 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-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(a11.8(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 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 13.4, Seller and 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. (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.

Third Party Claims. (a) Promptly after receipt A Person benefited by a Person entitled to indemnity under Section 6.2, 6.3 10.2 or 6.4 10.3 (an "“Indemnified Person"”) of shall give prompt written notice of the assertion of a Third-Party Claim against itany Loss suffered by, affecting or otherwise directed at such Indemnified Person shall give notice involving a Third Party Claim to HTC and Seller (and the Acquired Company if prior to the Person obligated to indemnify under such Section Closing) on the one hand, or Buyer on the other (an "“Indemnifying Person") ”), as the case may be, but no failure or delay on the part of the assertion of such Third-Party Claim, provided that the failure to notify the any Indemnified Person in notifying an Indemnifying Person will not relieve the Indemnifying Person of from any liability that it may have to any Indemnified Person, obligation under this Article X except to the extent that the Indemnifying Person demonstrates that failure or delay actually and 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 10.6(b), the Indemnifying Person fails to provide reasonable assurance to will have the Indemnified Person of its financial capacity to defend such Third-Party Claim right and provide indemnification with respect to such Third-Party Claim), obligation to assume the defense of such the Third-Party Claim with counsel of its choice. After satisfactory to the Indemnified Person if: (A) it gives notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such the Third-Party Claim, Claim no later than 30 days after the Indemnifying Indemnified Person shall not, so long as gives notice of the assertion of the Third-Party Claim under Section 10.6(a); (B) it diligently conducts such defense, be liable gives the Indemnified Person evidence reasonably acceptable to the Indemnified Person that the Indemnified Person has adequate financial resources to defend against the Third-Party Claim and fulfill its obligations under this Article 6 for any fees X no later than 30 days after the Indemnified Person gives notice of the assertion of the Third-Party Claim under Section 10.6(a); (C) the Third Party Claim involves only money damages and does not seek an injunction or other counsel equitable relief; (D) settlement of, or any other expenses an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Person; and (E) the Indemnifying Person conducts the defense of such Third-the Third Party Claim. Claim actively and diligently. (ii) If the Indemnifying Person assumes elects to assume the defense of a Third-Party Claim: (1) it shall diligently and actively conduct the defense and, so long as it does so, 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) no compromise or settlement of such with respect to a Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's Consent unless ’s prior written consent (A) there is no finding which consent shall not be unreasonably withheld or admission of any violation of Legal Requirement or any violation of the rights of any Persondelayed); and (B3) 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 with respect to a Third-Party Claim which is effected by the Indemnified Person without the Indemnifying Person’s prior written consent (which consent shall not be unreasonably withheld or delayed). (iii) So long as the Indemnifying Person is conducting the defense of the Third Party Claim in accordance with Section 10.6(a)(i) above, (A) the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (B) the Indemnified Person will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (which consent shall not be unreasonably withheld or delayed); and (C) the Indemnifying Person will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed). (b) Notwithstanding the foregoing, in the event any condition in Section 10.6(a)(i) (subject to the limitations set forth in clause (A) of this Section 10.6(b)) is or becomes unsatisfied: (A) the Indemnified Person may defend against and, only in the event any condition in Section 10.6(a)(i)(B) or (E) is or becomes unsatisfied, consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party thereafter settles Person need not consult with, or compromises such Third Party claim without obtain any consent from, the Consent Indemnifying Person in connection therewith); (B) the Indemnifying Person will reimburse the Indemnified Person promptly and periodically (at least monthly), upon receipt of invoices or other documentation reasonably acceptable to the Indemnifying Party, or if for the Indemnified Party fails to reasonably cooperate with costs of defending against 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-Third Party Claim (including reasonable attorneys’ fees and the Indemnifying Person does not, within ten expenses); and (10C) 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 remain responsible for any Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by any determination made in such Third-the Third Party Claim or any compromise or settlement effected by to the Indemnified Person.fullest extent provided in this Article X. (c) With respect to any Third-Party Claim subject to indemnification under this Article 6: X: (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 Action 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. (d) With Upon determination of the amount due, or after a final agreement is reached or a final judgment or order is rendered with respect to any Third-Party Claim matter which is subject to indemnification under this Article 6X, the parties agree to cooperate in such a manner as to preserve in full (Indemnifying Person shall pay to the extent possible) Indemnified Person or the confidentiality Person entitled thereto, as applicable, the amount owing by the Indemnifying Person with respect to such matter within ten Business Days of all Confidential Information and receiving documentation of 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, amount due reasonably acceptable to the Indemnifying Party. (e) To the extent possiblethat there is a conflict between this Section 10.6 and Section 11.4 with respect to Tax Claims, be made so as to preserve any applicable attorney-client or work-product privilegethe provisions of Section 11.4 shall control.

Third Party Claims. (a) Promptly after receipt A Person benefited by a Person entitled to indemnity under Section 6.2, 6.3 11.02 or 6.4 11.03 (an "“Indemnified Person"”) of shall give notice of the assertion of a Third-Party Claim against itto Sellers’ Representative 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 XI 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 Claim11.06(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 11, 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 11.05(a). (i) 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 (subject to the provisions of Section 11.05); (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. consent. (ii) 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 11.05(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 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 12.12, Sellers 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 6: XI: (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. (df) With respect to any Third-Party Claim subject to indemnification under this Article 6XI, 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 It 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 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 XI 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 6.2SECTION 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 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 (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") Section 9.3 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 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 Losses are reasonably anticipated to provide reasonable assurance to be incurred by the Indemnified Person of its financial capacity to defend because such ThirdLosses 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, conditioned 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. (ai) Promptly after receipt by a Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this Article IX (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. (bii) 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 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 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 Section 9.03(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, delayed 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 Claimconditioned. 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. (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) Notwithstanding the provisions of Section 10.02, 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. (v) 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 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 6IX, 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 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. (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) 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 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 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 directly 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 direct, through counsel of its own choosing, the defense or settlement of any such Third-Party Claim and, to the extent that it wishes (unless (i) claim or proceeding at 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 Person's expense. If 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), elects to assume the defense of any such Third-claim or proceeding, the Indemnifying Person shall consult with the Indemnified Person for the purpose of allowing the Indemnified Person to participate in such defense, but in such case the expenses of Indemnified Party Claim with counsel shall be paid for by the Indemnified Person and shall not be recoverable as part of its choiceany indemnification. 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, 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 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 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 (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 such Third-Party assertion is made. Such notice by the Indemnified Person 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 Adverse Consequence that has been or may be sustained by the Indemnified Person. The failure to notify the Indemnifying Person will not only 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(a7.7(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 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 7.7(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, 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, or thereafter fails to diligently prosecute 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 6Section 7: (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 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 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. (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 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 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 for which the Indemnified Person is entitled to indemnity hereunder (a “Third-Party Claim against itClaim”), such the Indemnified Person shall shall, if a claim with respect thereto is to be made against any Indemnifying Person, 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 it is materially prejudiced by the Indemnified Person's ’s failure to give give, or delay in giving, such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 6.8(a9.11(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 at the Indemnifying Person’s sole cost and expense with counsel reasonably satisfactory to the Indemnified Person (and, for the avoidance of doubt, the parties respective counsel set forth in Section 11.02 shall be reasonably satisfactory); provided that the Indemnifying Person shall not be entitled to assume or continue control of the defense of any Third-Party Claim if (i) the Third-Party Claim relates to or arises in connection with any criminal Litigation, (ii) the Third-Party Claim seeks an injunction or equitable relief against any Indemnified Person, (iii) the Third-Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 9.04, (iv) the Third-Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Person’s business or relates to its choicecustomers, suppliers, vendors or other service providers, (v) the Indemnifying Person has failed or is failing to defend in good faith the Third-Party Claim or (vi) the Indemnified Person has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Person and 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 IX 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; provided, further, that the Indemnified Person shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Person if so requested by the Indemnifying Person to participate; and provided, further, that the Indemnifying Person shall not be required to pay for more than one firm of counsel (in addition to local counsel) for all Indemnified Persons in connection with a Third-Party Claim. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise 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 subject to Section 9.11(b). If the Indemnifying Person elects not to defend such Third-Party Claim or settlement 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 9.11(d), pay, settle, 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, (i) 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 unless: (A) 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; (B) the sole relief provided in such settlement is monetary damages that are paid in full by the applicable 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.and

Third Party Claims. (a) Promptly after receipt by a Person entitled to indemnity indemnification under Section 6.211.2, 6.3 11.3 or 6.4 11.7 (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 provide indemnification 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(a11.10(a) of the assertion of a such 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 or may reasonably be 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-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 as 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 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 Consent written 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; Party 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 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 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 Claims 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 Effortsreasonable best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production disclosure 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 14.2 (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 "“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(a14.7(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 14 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 directed by the Indemnifying Person to be performed. 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 (CB) 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 givenreceived by the Indemnifying Person, 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 materially 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 be obligated in any way to indemnify. (d) Notwithstanding the provisions of Section 16.4, 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 6: 14, (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 614, 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 by a third party (a “Third-Party Claim Claim”) against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") Persons of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person Persons will not relieve the Indemnifying Person Persons of any liability that it they may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates Persons demonstrate that the defense of such Third-Party Claim is prejudiced by the Indemnified Person's ’s failure to give such notice. In any such event the Indemnified Person shall reasonably cooperate with the Indemnifying Persons in providing access to information within the control of the Indemnified Person that may be relevant to the Third Party Claim. (b) If an Indemnified Person gives notice to the Indemnifying Person Persons pursuant to Section 6.8(a8.4(a) of the assertion of a Third-Party Claim, the Indemnifying Person Persons shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes the Indemnifying Persons wish (unless (i) the any Indemnifying Person is also a Person party 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 Persons fail to provide reasonable assurance to the Indemnified Person of its their 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 Persons to the Indemnified Person of its their election to assume the defense of such Third-Party Claim, the Indemnifying Person Persons shall not, so long as it they diligently conducts conduct 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. If the Indemnifying Person assumes Persons assume 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 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 a legal requirement or any violation of the rights of any Indemnified Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying PersonPersons; 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 the Indemnifying Person Persons of the assertion of any Third-Party Claim and the Indemnifying Person does Persons do not, within ten (10) days after the Indemnified Person's ’s notice is given, give notice to the Indemnified Person of its their election to assume the defense of such Third-Party Claim, the Indemnifying Person Persons 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 Persons, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Persons will not be bound by any determination of any Third-Party Claim so defended or any compromise or settlement effected without their Consent (which may not be unreasonably withheld, delayed or conditioned). (d) Each 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 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 the Indemnifying Persons with respect to such a claim anywhere in the world; provided that, the Indemnifying Persons shall have the right to assume the defense according to the terms and conditions of Section 8.4(b) above. (e) With respect to any Third-Party Claim subject to indemnification under this Article 6Section 8: (i) both the Indemnified Person Persons and the Indemnifying Person, as the case may be, shall keep the other Person persons fully informed of the status of such Third-Party Claim and any related Proceedings proceedings at all stages thereof where such Person is other person(s) are not represented by its own separate legal 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 8, 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 Effortsreasonable 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 Person entitled to indemnity under Section 6.2, 6.3 or 6.4 this Article 12 (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(a12.8(a) 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 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 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 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, (i) no compromise or settlement of such Third-Party Claim Claims may be effected by the Indemnified Person without the Indemnifying Person's Consent, and (ii) no compromise or settlement of such Third-Party 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 Notwithstanding 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 Partyforegoing, 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 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-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 materially and 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 or delayed). (d) 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 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-Third- Party Claim. (de) With respect to any Third-Party Claim subject to indemnification under this Article 612, 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 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 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), 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 not create a presumption 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; 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 Claimdamages. 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, 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) 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 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. (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 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. (f) Any Third-Party Claim that constitutes or relates to a Tax Proceeding shall be governed by the provisions of Section 10.4 to the extent inconsistent with this Section 11.7.

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 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(a7.6(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 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) 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-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 Table of Contents 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 8.4, Seller and CoveyLink 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 CoveyLink with respect to such a claim anywhere in the world. (e) 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 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 6VII, 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 Person entitled to indemnity under Section 6.2, 6.2 or 6.3 or 6.4 (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 it has forfeited rights or defenses by reason 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(a6.4(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 (i1) 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 (ii2) 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 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; (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 (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 (y) a Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Person or (z) 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 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 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 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 6VI, the parties agree to Parties 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 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 Legal Requirements and rules of procedure), ; and (ii) all communications between any party Parties hereto and counsel responsible for or participating in the defense of any Third-Party Claim shallwill, 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-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 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) 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 Member 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 Members 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 the Indemnifying Party’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 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 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. (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 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), 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, 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 . (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 12.4, each member of the Seller Group hereby consents 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 to an Indemnifying Person of Proceeding or 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 Personmatters alleged therein. (ce) With respect to any Third-Party Claim subject to indemnification under this Article 6: XI (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: 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 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(a11.5(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 Claiminappropriate), 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 as 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 (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; (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 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 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 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). (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 Article 13 or 6.4 14 (as appropriate) (an "Indemnified Person") of notice of the assertion of a Third-claim by a third party that gives rise to damages from and against which such Person is indemnified under Article 13 or 14 (as appropriate) (a "Third- Party Claim against itClaim"), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section Article 13 or 14 (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) 15.1 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 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 13 or 14 (as appropriate) 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 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 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 Business 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 consent (which may not be unreasonably withheld). (d) With respect to any Third-Party Claim subject to indemnification under this Article 6: 13 or 14 (as appropriate), (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 legal 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 613 or 14 (as appropriate), 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 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 (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.