Common use of Third Party Indemnification Clause in Contracts

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Xxxxxxxxxx has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges Promptly after the assertion by any third party of any Third Party Claim (a “Third Party Proceeding”) against any person entitled to indemnification under this Agreement (the “Indemnitee”) that Indemnitee has results or may result in the incurrence by such Indemnitee of any Claim or Loss for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee will promptly notify the party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding, the amount claimed by the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the Third Party Claim. The failure to promptly provide such notice will not relieve the Indemnitor of any obligation to indemnify the Indemnitee, except to the extent such failure prejudices the Indemnitor. Thereupon, the Indemnitor will have the right, upon written notice (the “Defence Notice”) to the Indemnitee within 30 days after receipt by the Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires) to conduct, at its own expense, the defence against the Third Party Proceeding in its own name or, if necessary, in the name of the Indemnitee provided that: (a) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Losses arising from or relating to such Third Party Proceeding and (b) the Indemnitor provides to the Indemnitee adequate security (approved by the Indemnitee acting reasonably) from time to time obtain certain rights in respect of such Losses. The Defence Notice will specify the counsel the Indemnitor will appoint to indemnification, advancement of expenses and/or insurance provided by one or more third parties defend such Third Party Proceeding (collectively, the “Third-Party IndemnitorsDefence Counsel”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Indemnitee will have the right to employ separate counsel in any Third Party Proceeding and/or to participate in the defence thereof, but the fees and expenses of such counsel will not be included as part of any Losses incurred by the Indemnitee unless (i) the Indemnitor failed to give the Defence Notice, including the acknowledgement and agreement to be set out therein within the prescribed period, (ii) such Indemnitee has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the Company will not assert that interests of the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party and the Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the Indemnitor has sought indemnification from been specifically authorized by the Company shall affect the foregoingIndemnitor. The Third-party conducting the defence of any Third Party Indemnitors shall be subrogated Proceeding will keep the other party apprised of all significant developments and will not enter into any settlement, compromise or consent to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors judgment with respect to any advance or payment by such Third Party Proceeding unless the Third-Party Indemnitors to or on behalf of Indemnitor and the IndemniteeIndemnitee consent, which consent will not be unreasonably withheld.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Ixxxxxxxxx has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary primary, and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), ) and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Third- Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If If, for any reason reason, a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may obligations of Parent and the Holdings Surviving Corporation to indemnify the Acquiror Indemnitees under Section 9.2 hereof with respect to Acquiror Damages and the obligations of Acquiror and the Acquiror Sub Surviving Corporation to indemnify the Holdings Indemnitees under Section 9.3 hereof with respect to Holdings Damages, in either case, resulting from time to time obtain certain rights to indemnification, advancement the assertion of expenses and/or insurance provided liability by one or more third parties (collectivelyeach, as the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e.case may be, its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondarya "Claim"), will be subject to the following terms and that conditions: (a) Any party against whom any Claim is asserted will give the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from indemnifying party written notice of any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursementsuch Claim promptly after learning of such Claim, and indemnification obligations, the indemnifying party may at its option undertake the defense thereof by representatives of its own choosing. Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying party obligations under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated Article IX, except to the extent the indemnifying party is materially prejudiced by such failure to give prompt notice. If the indemnifying party, within 30 days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of such advancement Claim, the Acquiror Indemnitee or payment the Holdings Indemnitee, as the case may be, against whom such Claim has been made will (upon further notice to all the indemnifying party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of, and for the account and risk, and at the expense, of, the indemnifying party, subject to the right of the rights indemnifying party to assume the defense of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced such Claim at any time prior to settlement, compromise or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled final determination thereof. (b) Anything in this Section 9.4 to the subrogation rights described in the preceding sentencecontrary notwithstanding, the Third-Party Indemnitors indemnifying party shall have a right not enter into any settlement or compromise of contribution any action, suit or proceeding or consent to the entry of any judgment (i) which does not include as an unconditional term thereof the delivery by the Company claimant or plaintiff to the Third-Party Indemnitors with Holdings Indemnitee or the Acquiror Indemnitee, as the case may be, of a written release from all liability in respect of such action, suit or proceeding or (ii) for other than monetary damages to any advance or payment be borne by the Third-Party Indemnitors to or on behalf indemnifying party, without the prior written consent of the Holdings Indemnitee or the Acquiror Indemnitee, as the case may be, which consent shall not be unreasonably withheld. (c) The indemnifying party and the indemnified party shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to this Article IX, including, but not limited to, by providing the other party with reasonable access to employees and officers (including as witnesses) and other information.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has obligations of any indemnifying party to indemnify any indemnified party under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from time to time obtain certain rights to indemnification, advancement the assertion of expenses and/or insurance provided liability by one or more third parties (collectivelya "CLAIM"), will be subject to the following terms and conditions: (a) Any party against whom any Claim is asserted will give the party required to provide indemnity hereunder written notice of any such Claim promptly after learning of such Claim, and the indemnifying party may at its option and at its sole cost and expense undertake the defense thereof by representatives of its own choosing. Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying party's obligations under this Section 7.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give prompt notice (whether as a result of failure of substantive defenses or otherwise). If the indemnifying party, within thirty (30) days after notice of any such Claim, fails to assume the defense of such Claim, the “Third-Party Indemnitors”). The Company hereby agrees that it is indemnified party against whom such claim has been made will (upon further notice to the indemnitor indemnifying party) have the right to undertake the defense, compromise or settlement of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors such claim on behalf of Indemnitee and for the account and risk, and at the expense, of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. Notwithstanding the foregoing, if the indemnifying party undertakes defense of such claim, the indemnified party shall be entitled to participate in (but not control) the defense of the claim with respect counsel of its own choosing at its own expense. (b) Notwithstanding anything in this Section 7.4 to any the contrary, (i) the indemnified party shall not settle a claim for which Indemnitee has sought indemnification from it is indemnified without the Company prior written consent of the indemnifying party, which consent shall affect not be unreasonably withheld, and (ii) the foregoing. The Third-Party Indemnitors indemnifying party shall be subrogated not enter into any settlement or compromise of any action, suit or proceeding or consent to the extent entry of such advancement or payment any judgment for other than monetary damages to all be borne by the indemnifying party without the prior written consent of the rights of recovery indemnified party, which Indemnitee would have had against the Company if the Third-Party Indemnitors had consent shall not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemniteebe unreasonably withheld.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Third Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Third- Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges Promptly after the assertion by any third party of any claim, demand or notice thereof (a “Third Party Proceeding”) against any person entitled to indemnification under this Agreement (the “Indemnitee”) that Indemnitee has results or may result in the incurrence by such Indemnitee of any Claims for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, unless the Claim involves Taxes in which case the provisions of Section 7.05 will apply, such Indemnitee will promptly notify the party from whom such indemnification is or may be sought (the “Indemnitor”) of such Third Party Proceeding. Such notice will also specify with reasonable detail (to the extent the information is reasonably available) the factual basis for the Third Party Proceeding, the amount claimed by the third party, or if such amount is not then determinable, a reasonable estimate of the likely amount of the claim by the Third Party. The failure to promptly provide such notice will not relieve the Indemnitor of any obligation to indemnify the Indemnitee, except to the extent such failure prejudices the Indemnitor. Thereupon, the Indemnitor will have the right, upon written notice (the “Defence Notice”) to the Indemnitee within 30 days after receipt by the Indemnitor of notice of the Third Party Proceeding (or sooner if such Third Party Proceeding so requires), to conduct, at its own expense, the defence against the Third Party Proceeding in its own name or, if necessary, in the name of the Indemnitee provided that: (a) the Indemnitor acknowledges and agrees in the Defence Notice that as between the Indemnitor and the Indemnitee, it is liable to pay for all Claims arising from or relating to such Third Party Proceeding and (b) the Indemnitor provides to the Indemnitee adequate security (approved by the Purchaser acting reasonably) from time to time obtain certain rights in respect of such Claims. The Defence Notice will specify the counsel the Indemnitor will appoint to indemnification, advancement of expenses and/or insurance provided by one or more third parties defend such Third Party Proceeding (collectively, the “Third-Party IndemnitorsDefence Counsel”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and the Indemnitee will have the right to approve the Defence Counsel, which approval will not be unreasonably withheld. Any Indemnified Party will have the right to employ separate counsel in any Third Party Proceeding and/or to participate in the defence thereof, but the fees and expenses of such counsel will not be included as part of any Claims incurred by the Indemnified Party unless (i) the Indemnitor failed to give the Defence Notice, including the acknowledgement and agreement to be set out therein within the prescribed period, (ii) such Indemnified Party has received an opinion of counsel, reasonably acceptable to the Indemnitor, to the effect that the Company will not assert that interests of the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Indemnified Party and the Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee the Third Party Proceeding are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable ethical rules, or (iii) the employment of such counsel at the expense of the Indemnitor has sought indemnification from been specifically authorized by the Company shall affect the foregoingIndemnitor. The Third-party conducting the defence of any Third Party Indemnitors shall be subrogated Proceeding will keep the other party apprised of all significant developments and will not enter into any settlement, compromise or consent to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors judgment with respect to any advance or payment by such Third Party Proceeding unless the Third-Party Indemnitors to or on behalf of Indemnitor and the IndemniteeIndemnitee consent, which consent will not be unreasonably withheld.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has obligations of any indemnifying party to indemnify any indemnified party under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from time to time obtain certain rights to indemnification, advancement the assertion of expenses and/or insurance provided liability by one or more third parties (collectively, the a “Third-Party IndemnitorsClaim”). The Company hereby agrees that it , will be subject to the following terms and conditions: (a) Any party against whom any Claim is asserted will give the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or party required to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary)indemnity hereunder written notice of, and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursementcopies of correspondence and documentation relating to, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursementsuch Claim promptly after learning of such Claim, and indemnification obligationsthe indemnifying party may at its option undertake the defense thereof by representatives of its own choosing. Notwithstanding the foregoing, under this Agreement. No advancement or payment by to the Third-Party Indemnitors on behalf of Indemnitee extent that any party seeks equitable relief against Buyer with respect to any Claim, Buyer shall have the option to undertake the defense thereof by representatives of its own choosing and at its own expense, and the parties shall agree upon an arrangement to protect the rights of Buyer, with respect to the equitable relief claim, and Seller with respect to the remaining claims, provided that if after good faith negotiations the parties are unable to reach such an arrangement, Buyer may elect to either (i) tender the defense of all claims by such third party to Seller, or (ii) assume the defense of all claims by such third party, in which case Seller shall have no further obligation with respect to the Claim or indemnity therefore. Failure to give prompt notice of, or copies of correspondence and documentation relating to, a Claim hereunder shall not affect the indemnifying party’s obligations under this Section 7.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give prompt notice or copies of such correspondence and documentation. If the indemnifying party, within thirty (30) days after notice of any such Claim, fails to assume the defense of such Claim, the indemnified party against whom such claim has been made will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense, of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. (b) Notwithstanding anything in this Section 7.4 to the contrary, (i) the indemnified party shall not settle a claim for which Indemnitee has sought indemnification from it is indemnified without the Company prior written consent of the indemnifying party, and (ii) the indemnifying party shall affect the foregoing. The Third-Party Indemnitors shall be subrogated not enter into any settlement or compromise of any action, suit or proceeding or consent to the extent entry of such advancement or payment any judgment to all be borne by the indemnifying party without the prior written consent of the rights of recovery indemnified party, which Indemnitee would have had against the Company if the Third-Party Indemnitors had consent shall not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemniteebe unreasonably withheld.

Third Party Indemnification. The Company hereby acknowledges that the Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of the Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which the Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of the Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “"Third-Party Indemnitors”"). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Third- Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third ·parties (collectively, the “"Third-Party Indemnitors”"). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Xxxxxxxxxx has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must fully perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee. Each Third-Party Indemnitor is an express third party beneficiary of this Section 3(e).

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee. This Section 3(c) shall cease to operate with respect to any Proceeding initiated after the consummation of the initial public offering of the Company’s securities.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “"Third-Party Indemnitors”"). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may obligations of Seller to indemnify Buyer Indemnitees under Section 9.2 with respect to Buyer Damages and the obligations of Buyer to indemnify Seller Indemnitees under Section 9.3 with respect to Seller Damages, in either case resulting from time to time obtain certain rights to indemnification, advancement the assertion of expenses and/or insurance provided liability by one or more third parties (collectivelyeach, as the case may be, a “Claim”), will be subject to the following additional terms and conditions. This Section 9.4 shall not apply to any claims or proceedings with respect to Taxes, which shall be governed by Section 5.4. (a) Any Party against whom any Claim is asserted (the “Indemnified Party”) will give the indemnifying party (the “Indemnifying Party”) written notice of any such Claim promptly after learning of such Claim, and the Indemnifying Party may at its option and its sole expense undertake the defense thereof using reputable counsel and representatives of its own choosing who are reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party shall be entitled to conduct and control the defense thereof (at their election and sole expense) if such Claim, based on the remedy sought, would reasonably be expected to subject any party to criminal liability of, or injunctive or other equitable relief against, the “Third-Indemnified Party Indemnitors”(except as set forth in Section 6.10). All Claims are subject to the remaining obligations set forth in this Section 9.4(a) and Section 9.4(b). The Company hereby agrees Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any Claim as to which the Indemnifying Party has elected to conduct and control the defense, compromise or settlement thereof; provided that if counsel to the Indemnifying Party is ethically prohibited from representing the Indemnified Party due to the existence or development of a conflict between the interests of the Indemnifying Party and the Indemnified Party, then the Indemnifying Party shall also pay the reasonable fees and expenses of one separate counsel (reasonably acceptable to the Indemnifying Party) of the Indemnified Party in connection with such Claim during such time as such a conflict exists. In the event, however, that the Indemnifying Party declines or does not elect to conduct and control the defense, compromise or settlement of any Claim or to employ reputable counsel reasonably satisfactory to the Indemnified Party, in either case within such 30 day period, then the Indemnifying Party shall pay the reasonable fees and expenses of counsel for the Indemnified Party as incurred to the extent the Indemnifying Party is obligated to indemnify the Indemnified Party for such fees and expenses pursuant to this Section 9.4(a), as applicable; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one firm for all Indemnified Parties in any Claim. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use commercially reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is the indemnitor of first resort (i.e., its obligations maintaining and to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee cooperate in good faith with each other with respect to the defense of any claim for which Indemnitee has sought indemnification from such matter and shall furnish such records and other information as may be reasonably requested by the Company Indemnifying Party or Indemnified Party (as the case may be) in connection therewith. Failure to give prompt notice of a Claim hereunder shall not affect the foregoing. The Third-Party Indemnitors shall be subrogated Indemnifying Party’s obligations under this ARTICLE IX, except to the extent of the Indemnifying Party is materially prejudiced by such advancement failure to give prompt notice. (b) Neither the Indemnifying Party nor the Indemnified Party, as the case may be, shall pay, compromise, settle or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled consent to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right entry of contribution by the Company to the Third-Party Indemnitors any judgment with respect to which indemnification is being sought herein without the prior written consent of the other Party, which consent may not be unreasonably withheld, delayed or conditioned; provided, however, that the Indemnified Party’s/Indemnifying Party’s (as applicable) consent will not be required if such settlement, compromise or consent includes an unconditional release of the Indemnified Party/Indemnified Party (as applicable) from all liability arising out of such claim and such settlement, compromise or consent does not contain any advance equitable order, judgment or payment term that may adversely affect the business of the Indemnified Party/Indemnifying Party (as applicable) (other than as the result of money damages covered by the Third-indemnity). If the Indemnifying Party Indemnitors is entitled to conduct and control the defense of any particular claim pursuant to this Section 9.4, but elects not to do so, then the Indemnifying Party shall not unreasonably withhold its consent to any settlement or on behalf of the Indemniteecompromise with respect to such claim.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has obligations of any indemnifying Person to indemnify any indemnified Person under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from time the assertion of liability by third Persons (a "Claim"), will be subject to time obtain certain rights the following terms and conditions: Any Persons against whom any Claim is asserted will give the indemnifying Person written notice of any such Claim (which notice shall include reasonably specified details regarding such Claim, an estimate of the Buyer Damages or Seller Damages, as applicable, and the specific basis under this Agreement for such Claim) promptly after learning of such Claim, and the indemnifying Person may at its option undertake the defense thereof by counsel of its own choosing (which shall be reasonably acceptable to indemnificationthe Person being indemnified); provided, advancement of expenses and/or insurance provided by one or more third parties (collectivelyhowever, the “Third-Party Indemnitors”). The Company hereby agrees indemnified Person shall have the right to participate in any matter through counsel of its own choosing at its own expense; provided further, however, that the indemnifying Person shall pay the fees and expenses of separate counsel for the indemnified Person if the indemnifying Person has agreed to pay such fees and expenses or the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified Person and the indemnifying Person, and such indemnified Person shall have been advised by counsel that the representation of both parties would be inappropriate due to actual or potential differing interests between them (in which case, if such indemnified Person notifies the indemnifying Person in writing that it is elects to employ separate counsel at the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation expense of the Third-Party Indemnitors indemnifying Person, the indemnifying Person shall not have the right to advance expenses or to provide indemnification for assume the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors defense of such Claim on behalf of Indemnitee such indemnified Person; it being understood, however, that the indemnifying Person shall not, in connection with respect any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified Person, which firm shall be designated in writing by such indemnified Person). Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying Person's obligations under this Article VII, except to the extent that the indemnifying Person is materially prejudiced by such failure to give prompt notice. If the indemnifying Person elects to assume the defense of the Claim, the indemnified Person shall provide the indemnifying Person with reasonable access to its records and personnel relating to such Claim and shall otherwise cooperate with the indemnifying Person in the defense or settlement of the Claim. If the indemnifying Person, within thirty (30) days after notice of any such Claim, fails to assume the defense of such Claim, or thereafter fails to diligently defend such Claim, the indemnified Person against whom such Claim has been made will (upon further written notice to the indemnifying Person) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the indemnifying Person. Anything in this Section 7.4 to the contrary notwithstanding, the indemnified Person shall not settle, compromise or pay a claim for which Indemnitee has sought indemnification from it is indemnified without the Company prior written consent of the indemnifying Person, which consent shall affect not be unreasonably withheld, and the foregoing. The Third-Party Indemnitors indemnifying Person shall be subrogated not enter into any settlement or compromise of any action, suit or proceeding or consent to the extent entry of such advancement or payment any judgment for other than monetary damages to all be borne by the indemnifying Person, without the prior written consent of the rights of recovery indemnified Person, which Indemnitee would have had against the Company if the Third-Party Indemnitors had consent shall not advanced or paid any amount to or on behalf of Indemniteebe unreasonably withheld. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.AMENDMENT AND WAIVER

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary primary, and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), ) and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If If, for any reason reason, a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has obligations of any indemnifying Person to indemnify any indemnified Person under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from time the assertion of liability by third Persons (a "Claim"), will be subject to time obtain certain rights the following terms and conditions: (a) Any Persons against whom any Claim is asserted will give the indemnifying Person written notice of any such Claim (which notice shall include reasonably specified details regarding such Claim, an estimate of the Buyer Damages or Seller Damages, as applicable, and the specific basis under this Agreement for such Claim) promptly after learning of such Claim, and the indemnifying Person may at its option undertake the defense thereof by counsel of its own choosing (which shall be reasonably acceptable to indemnificationthe Person being indemnified); provided, advancement of expenses and/or insurance provided by one or more third parties (collectivelyhowever, the “Third-Party Indemnitors”). The Company hereby agrees indemnified Person shall have the right to participate in any matter through counsel of its own choosing at its own expense; provided further, however, that the indemnifying Person shall pay the fees and expenses of separate counsel for the indemnified Person if (i) the indemnifying Person has agreed to pay such fees and expenses or (ii) the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified Person and the indemnifying Person, and such indemnified Person shall have been advised by counsel that the representation of both parties would be inappropriate due to actual or potential differing interests between them (in which case, if such indemnified Person notifies the indemnifying Person in writing that it is elects to employ separate counsel at the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation expense of the Third-Party Indemnitors indemnifying Person, the indemnifying Person shall not have the right to advance expenses or to provide indemnification for assume the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors defense of such Claim on behalf of Indemnitee such indemnified Person; it being understood, however, that the indemnifying Person shall not, in connection with respect any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified Person, which firm shall be designated in writing by such indemnified Person). Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying Person's obligations under this Article VII, except to the extent that the indemnifying Person is materially prejudiced by such failure to give prompt notice. If the indemnifying Person elects to assume the defense of the Claim, the indemnified Person shall provide the indemnifying Person with reasonable access to its records and personnel relating to such Claim and shall otherwise cooperate with the indemnifying Person in the defense or settlement of the Claim. If the indemnifying Person, within thirty (30) days after notice of any such Claim, fails to assume the defense of such Claim, or thereafter fails to diligently defend such Claim, the indemnified Person against whom such Claim has been made will (upon further written notice to the indemnifying Person) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the indemnifying Person. (b) Anything in this Section 7.4 to the contrary notwithstanding, (i) the indemnified Person shall not settle, compromise or pay a claim for which Indemnitee has sought indemnification from it is indemnified without the Company prior written consent of the indemnifying Person, which consent shall affect not be unreasonably withheld, and (ii) the foregoing. The Third-Party Indemnitors indemnifying Person shall be subrogated not enter into any settlement or compromise of any action, suit or proceeding or consent to the extent entry of such advancement or payment any judgment for other than monetary damages to all be borne by the indemnifying Person, without the prior written consent of the rights of recovery indemnified Person, which Indemnitee would have had against the Company if the Third-Party Indemnitors had consent shall not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemniteebe unreasonably withheld.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party ThirdParty Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party ThirdParty Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Xxxxxxxxxx has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has obligations of any indemnifying party to indemnify any indemnified party under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from time to time obtain certain rights to indemnification, advancement the assertion of expenses and/or insurance provided liability by one or more third parties (collectivelya “Claim”), will be subject to the following terms and conditions: (a) Any party against whom any Claim is asserted will give the party required to provide indemnity hereunder written notice of any such Claim promptly after learning of such Claim, and the indemnifying party may at its option undertake the defense thereof by representatives of its own choosing. Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying party’s obligations under this Article VII, except to the extent that the indemnifying party is actually prejudiced by such failure to give prompt notice. If the indemnifying party, within thirty (30) days after notice of any such Claim, fails to assume the defense of such Claim, the “Third-Party Indemnitors”). The Company hereby agrees that it is indemnified party against whom such claim has been made will (upon further notice to the indemnitor indemnifying party) have the right to undertake the defense, compromise or settlement of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors such claim on behalf of Indemnitee with respect and for the account and risk, and at the expense, of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any claim for which Indemnitee has sought indemnification from time prior to settlement, compromise or final determination thereof; provided, however, that (i) the Company indemnifying party shall affect permit the foregoing. The Third-Party Indemnitors indemnified party to participate in such defense, compromise or settlement through counsel chosen by such indemnified party, provided that the fees and expenses of such counsel shall be subrogated borne by such indemnified party and (ii) the indemnifying party shall be entitled to assume the defense of such action only to the extent the indemnifying party acknowledges its indemnity obligation; and, provided further, that the indemnifying party shall not be entitled to assume control of such advancement defense, compromise or settlement and shall pay the fees and expenses of counsel retained by the indemnified party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the claim seeks an injunction or equitable relief against the indemnified party; (C) the indemnified party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying party and the indemnified party; or (E) upon petition by the indemnified party, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party for such claim unless the indemnifying party shall have consented to such payment or settlement. (b) Anything in this Section 7.4 to all the contrary notwithstanding, the indemnifying party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment without the prior written consent of the rights indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement, compromise or consent provides for (i) a remedy consisting solely of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount monetary damages to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution be borne exclusively by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf indemnifying party, and (ii) an unconditional release of the Indemniteeindemnified party in respect of claims underlying such settlement, compromise or consent.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “"Third-Party Indemnitors”PartyIndemnitors"). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Third- Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Third- Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee. Each Third-Party Indemnitor is an express third party beneficiary of this Section 3(d).

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has obligations of any indemnifying Party to indemnify any indemnified Person under this Article VII with respect to Buyer Damages or Seller Damages, as the case may be, resulting from time the assertion of liability by third Persons (a "Claim"), will be subject to time obtain certain rights the following terms and conditions: (a) Any Party against whom any Claim is asserted will give the indemnifying Party written notice of any such Claim (which notice shall include reasonably specified details regarding such Claim, an estimate of the Buyer Damages or Seller Damages, as applicable, and the specific basis under this Agreement for such Claim) promptly after learning of such Claim, and the indemnifying Party may at its option undertake the defense thereof by counsel of its own choosing (which shall be reasonably acceptable to indemnificationthe Party being indemnified); provided, advancement of expenses and/or insurance provided by one or more third parties (collectivelyhowever, the “Third-indemnified Person shall have the right to participate in any matter through counsel of its own choosing at its own expense; provided further, however, that the indemnifying Party Indemnitors”). The Company hereby agrees shall pay the fees and expenses of separate counsel for the indemnified Person if the indemnifying Party has agreed to pay such fees and expenses or the named parties to any such action or proceeding (including any impleaded parties) include both the indemnified Person and the indemnifying Party, and such indemnified Person shall have been advised by counsel that the representation of both parties would be inappropriate due to actual or potential differing interests between them (in which case, if such indemnified Person notifies the indemnifying Party in writing that it is elects to employ separate counsel at the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation expense of the Third-indemnifying Party, the indemnifying Party Indemnitors shall not have the right to advance expenses or to provide indemnification for assume the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors defense of such Claim on behalf of Indemnitee such indemnified Person; it being understood, however, that the indemnifying Party shall not, in connection with respect any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such indemnified Person, which firm shall be designated in writing by such indemnified Person). Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying Party's obligations under this Article VII, except to the extent that the indemnifying Party is materially prejudiced by such failure to give prompt notice. If the indemnifying Party elects to assume the defense of the Claim, the indemnified Person shall provide the indemnifying Party with reasonable access to its records and personnel relating to such Claim and shall otherwise cooperate with the indemnifying Party in the defense or settlement of the Claim. If the indemnifying Party, within thirty (30) days after notice of any such Claim, fails to assume the defense of such Claim, or thereafter fails to diligently defend such Claim, the indemnified Person against whom such Claim has been made will (upon further written notice to the indemnifying Party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the indemnifying Party. (b) Anything in this Section 7.5 to the contrary notwithstanding, the indemnified Person shall not settle, compromise or pay a claim for which Indemnitee has sought indemnification from it is indemnified without the Company prior written consent of the indemnifying Party, which consent shall affect not be unreasonably withheld, and the foregoing. The Third-indemnifying Party Indemnitors shall be subrogated not enter into any settlement or compromise of any action, suit or proceeding or consent to the extent entry of such advancement or payment any judgment for other than monetary damages to all be borne by the indemnifying Party, without the prior written consent of the rights of recovery indemnified Person, which Indemnitee would have had against the Company if the Third-Party Indemnitors had consent shall not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemniteebe unreasonably withheld.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and (ii) that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this AgreementAgreement and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee. The Company and Indemnitee agree that the Third-Party Indemnitors are express third party beneficiaries of the terms of this Section 3(d).

Third Party Indemnification. The Company Partnership (for and on behalf of the applicable Series) hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company Partnership (for and on behalf of the applicable Series) hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company Partnership (for and on behalf of the applicable Series) will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company Partnership (for and on behalf of the applicable Series) must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company Partnership (for and on behalf of the applicable Series) shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company Partnership (for and on behalf of the applicable Series) if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company Partnership (for and on behalf of the applicable Series) to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee. . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Partnership (for and on behalf of the applicable Series) for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection with a Proceeding, but not, however, for the total amount thereof, the Partnership (for and on behalf of the applicable Series) shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled.

Third Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.