Common use of Conditions of Indemnification Clause in Contracts

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the Stockholders and Buyer Group 1 hereunder with respect to their respective indemnities pursuant to this Section 8, Article IX resulting from any claim or other assertion of liability liabilities by third parties (hereinafter called collectively, “collectively "Claims”"), shall be subject to the following terms and conditions: (a) The the party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly 10 business days after the Indemnified Party receives notice thereof; provided, however, thereof (provided that failure to give notice within such notice promptly shall 10 day period does not relieve the Indemnifying Party of its his obligations under this Section 8 to indemnify the Indemnified Party hereunder, except to the extent that the such Indemnifying Party is prejudiced thereby.harmed by the failure of the Indemnified Party to provide timely notice); (b) The the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.; provided, however, if a Claim is made against Group 1 or Merger Sub, then Group 1 shall have the right to control the defense of the Claim; (c) In the event that if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; (d) Anything anything in this Section 8.5 9.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (iA) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (iiB) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment judgement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iiiC) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the FB Shareholders, Far Beyond, and Buyer hereunder Horler and the Company, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)any of them, shall be subject to the following terms and conditions: (a1) The party hereto seeking indemnification (the “Indemnified Party”"INDEMNITEE") must will give the other party or parties, as the case may be hereto from whom indemnification is sought (the “Indemnifying Party”), "INDEMNITOR") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that and the Indemnitor will have the right to undertake the defense thereof by representatives of its own choosing. The failure of any Indemnitee to give such notice promptly as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations under this Section 8 14 above, except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. (b) The Indemnifying Party by the failure to give such notice. When the Indemnitor undertakes the defense of any claim, the Indemnitee shall have the right to undertake, by counsel or other representatives of participate in contesting such claim at its own choosing, the defense of such Claimcosts and expense. (c2) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d3) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party The Indemnitor shall not, without the Indemnified Party’s Indemnitee's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller and C&W under Section 8.2 or Buyer hereunder under Section 8.3, respectively, with respect to their respective indemnities pursuant to this Section 8, Indemnifiable Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (member of the “Indemnified Party”) must give C&W Group or the other party or partiesBuyer Group, as the case may be be, asserting the existence of an Indemnifiable Claim (the “Indemnifying "Indemnified Party”), ") will give notice of any such Indemnifiable Claim promptly after to the party from whom Indemnification is sought (the "Indemnifying Party"), and the Indemnifying Party shall undertake the defense thereof by representation of their choosing, and will consult with the Indemnified Party receives notice concerning such defense during the course thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail Indemnifiable Claim, fails to defend, the Indemnified Party against which such Indemnifiable Claim has been asserted will (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Indemnifiable Claim on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)Party. (dc) Anything in this Section 8.5 8.4 to the contrary notwithstanding, (i) if there is a reasonable probability that a an Indemnifiable Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money paymentspayments (for example, (i) as a result of injunctive or other equitable relief), the Indemnified Party shall have the right, at its own cost and expense, right to participate in the defensedefend, compromise or settle such Indemnifiable Claim, provided that the Indemnifying Party will not be bound by any determination concerning any Indemnifiable Claim so defended or any compromise or settlement effected without the consent of the ClaimIndemnifying Party, such consent not to be unreasonably withheld, and (ii) the Indemnifying Party not shall not, without the Indemnified Party’s 's written consent, settle or compromise any Indemnifiable Claim or consent to entry of any judgment in respect thereof, unless (A) the Indemnifying Party delivers to the Indemnified Party in advance its written agreement satisfactory to the Indemnified Party which does not include provides that amounts paid and incurred or to be incurred by the Indemnified Party in connection with such Indemnifiable Claim shall be repaid promptly by the Indemnifying Party to the Indemnified Party (subject to the limitations of this Article VIII), and (B) such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of Party, as the case may be, a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Indemnifiable Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 815, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claimclaim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 15.05 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer the parties hereunder with respect to their respective indemnities pursuant to this Section 8, regarding claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a1) The An indemnified party seeking indemnification (the “"Indemnified Party”") must give hereby agrees to promptly notify the other indemnifying party or parties, as the case may be (the “"Indemnifying Party”), notice ") in writing of any such Claim promptly after claims asserted against, imposed upon or incurred by the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve and the Indemnifying Party of its obligations under this Section 8 except hereby agrees to undertake the extent that defense thereof by representatives chosen by the Indemnifying Party is prejudiced thereby. (b) Party. The Indemnifying Party shall have the right to undertake, by counsel or other representatives control and handle the conduct of its own choosing, any litigation. The Indemnified Party hereby agrees to cooperate with the Indemnifying Party in the defense of any such Claim.claim or proceeding. The Indemnifying Party hereby agrees to keep the Indemnified Party informed as to the progress of any such claim or proceeding; and (c2) In the event that the Indemnifying Party, within fifteen (15) days after notification by the Indemnified Party shall elect not to undertake such defense, or within a reasonable time after notice of any claim, fails to defend, control or handle such Claim from matter, the Indemnified Party shall fail to defendhave the right, the Indemnified Party (upon further written notice notification to the Indemnifying Party) shall have the right , to undertake the defensedefend, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, settle the same on behalf of and an for the account and at the risk of the Indemnifying Party. In such event, the Indemnifying Party (subject hereby agrees to advance and pay all costs and reasonable attorneys fees of such indemnification and give full cooperation to the Indemnified Party, subject, however, to the right of the Indemnifying Party to assume such defense of such Claim at any time prior to final settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer the parties hereunder with respect to their respective indemnities pursuant to this Section 8Article 11, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claimclaim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 Article 11 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaim.

Conditions of Indemnification. The Subject to the provisions of Section 10.4, the obligations and liabilities of Seller Seller, in the case of Section 10.2(a), and Buyer hereunder the Purchaser, in the case of Section 10.2(b), with respect to their respective indemnities pursuant to this Section 8, resulting from any claim Claims made by or other assertion of liability by against third parties (hereinafter called collectively, “"Third Party Claims”), ") shall be subject to the following terms and conditions: (a) The party seeking indemnification person to whom such Third Party Claim relates (the “"Indemnified Party”") must will give the other party or parties, as the case may be from which indemnity is sought hereunder (the “"Indemnifying Party”), ") prompt notice of such Third Party Claim, (which notice in any such Claim promptly after event shall be given to the Indemnifying Party within 10 days of the Indemnified Party receives notice thereoffirst becoming aware of the facts and circumstances that form the basis of such Third Party Claim) and the Indemnifying Party will (except as otherwise contemplated by the proviso to Section 10.3(b) hereof) assume solely the defense thereof by representatives chosen by it; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Indemnified Party is prejudiced therebyshall be entitled to participate in such action and to employ counsel at its own expense to assist in the handling of such Third Party Claim. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from Third Party Claim, fails to assume the defense thereof, the Indemnified Party shall fail to defend, the Indemnified Party (upon further written a subsequent 10 days' notice to the Indemnifying Party) shall have the right to undertake the defensedefense or, with the consent of the Indemnifying Party, to undertake a compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Third Party Claim on behalf of and for the account and risk of the Indemnifying Party (Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to the settlement, compromise or final determination thereof). (d) Anything . The Indemnifying Party shall not be liable for any compromise or settlement of a Third Party Claim effected without its written consent. During any period when the Indemnifying Party is contesting any such Third Party Claim in this Section 8.5 to the contrary notwithstandinggood faith, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result shall not pay, compromise or settle such Third Party Claim without the Indemnifying Party's consent; provided, that the Indemnified Party may nonetheless pay, compromise or settle such Third Party Claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of money all losses, liabilities, damages or expenses relating to such Third Party Claim. If the Indemnifying Party shall defend any such Third Party Claim until such Third Party Claim shall be adjudicated by order, decree, ruling or other money paymentsaction, (i) then the Indemnified Party shall have the right, at in the exercise of its own cost and expenseexclusive discretion, to participate determine whether or not to appeal such adjudication. (c) Anything in this Section 10.3 to the defensecontrary notwithstanding, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consentParty (which consent shall not be withheld unreasonably or delayed), settle or compromise any Third Party Claim or consent to the entry of any judgment which imposes any future obligation on the Indemnified Party or which does not include as an unconditional term thereof the giving by the claimant and or the plaintiff to the Indemnified Party of a release from all liability liabilities in respect of such Third Party Claim. (d) The Indemnified Party shall, and (iii) in the event that shall cause its affiliates to, provide the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, with such assistance (without charge) as may reasonably be requested by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel in connection with any indemnification or other representatives concerning such Claim and defense provided for herein, including, without limitation, providing the Indemnifying Party with such information, documents and records and reasonable access to the services of and consultations with such personnel of the Indemnified Party and their respective counsel or other representatives its Affiliates as the Indemnifying Party shall cooperate deem necessary (provided that such access shall not unreasonably interfere with respect to the performance of the duties performed by or responsibilities of such Claimpersonnel).

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 12, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability possibility that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder the Company to each Purchaser (herein sometimes called the “party to be indemnified”) under Section 9.1 hereof with respect to their respective indemnities pursuant to this Section 8, claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The within thirty (30) days after receipt of notice of commencement of any action or the assertion in writing of any claim by a third party, the party seeking indemnification (the “Indemnified Party”) must to be indemnified shall give the Company written notice thereof together with a copy of such claim, process or other party or parties, as the case may be legal pleading (the “Indemnifying Party”), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve affect the Indemnifying Party obligations of its obligations the Company under this Section 8 except 9 unless and to the extent that such failure shall be prejudicial to the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party defense of such claim by the Company), and the Company shall have the right to undertake, undertake the defense thereof by counsel or other representatives of its own choosing, the defense of such Claim.; (cb) In in the event that the Indemnifying Party shall elect not to undertake such defenseCompany, or within a reasonable time by the 30th day after receipt of notice of any such Claim from claim (or, if earlier, by the Indemnified Party shall fail 20th day preceding the day on which an answer or other pleading must be served in order to defendprevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the Indemnified Party party to be indemnified will (upon further written notice to the Indemnifying PartyCompany) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, claim on behalf of and for the account and risk of the Indemnifying Party (Company, subject to the right of the Indemnifying Party Company to assume the defense of such Claim claim at any time prior to settlement, compromise or final determination thereof)., provided that the Company shall be given at least fifteen (15) days prior written notice of the effectiveness of any such proposed settlement or compromise; (dc) Anything anything in this Section 8.5 9.2 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party Company shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or not consent to entry of any judgment which does not include as an unconditional term thereof or enter into any settlement or compromise with respect to a claim without the giving by consent of the claimant or the plaintiff party to the Indemnified Party of a release from all liability in respect of such Claimbe indemnified, and (iiiii) no party to be indemnified shall consent to entry of any judgment or enter into any settlement or compromise of any such action the defense of which has been assumed by the Company without the consent of the Company, which consent shall not be unreasonably withheld; and (d) in the event that the Indemnifying Party undertakes defense of connection with any Claimsuch indemnification, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall indemnified party will cooperate with respect to such Claimall reasonable requests of the Company.

Conditions of Indemnification. The obligations and liabilities of Seller the Company, OASIS, EGLOBE and Buyer EOI hereunder with respect to their respective indemnities pursuant to this Section 8Article IX, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), Third Party Claim shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Third Party Claim promptly after which is asserted against, imposed upon or incurred by the Indemnified Party receives notice and which may give rise to liability of the Indemnifying Party pursuant to this Article IX, stating (to the extent known or reasonably anticipated) the nature and basis of such Third Party Claim and the amount thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual material damage by reason of such failure. (b) The Subject to Section 9.4(c) below, the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimThird Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, or (ii) within a reasonable time after notice of any such Claim from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to defendundertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of Party, provided, however, that in no event shall the Indemnifying Party be required to assume pay for more than one counsel for all the Indemnified Parties with respect to such Third Party claim. In the event that an Indemnified Party undertakes the defense of a Third Party Claim under this Section 9.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such Claim at any time prior to settlementdefense, compromise or final determination thereofsettlement as and when such costs and expenses are so incurred. No Indemnified Party shall, without the Indemnifying Party's written consent, settle or compromise such Third Party Claim (provided that such consent shall not be unreasonably withheld or delayed). (d) Anything in this Section 8.5 9.4 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, Third Party Claim in form and substance reasonably satisfactory to the Indemnified Party; (iiiii) in the event that the Indemnifying Party undertakes the defense of any such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with participate in the Indemnifying Party defense, compromise or settlement thereof and each party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect the other party and its counsel and representatives in connection therewith; and (iii) in the event that the Indemnifying Party undertakes the defense of such Third Party Claim, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such ClaimThird Party Claim and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder the parties with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), Claims shall be subject to the following terms and conditions: (a) The indemnified party seeking indemnification (the “Indemnified Party”) must shall give the other indemnifying party or parties, as the case may be (the “Indemnifying Party”), prompt notice of any such Claim promptly after Claim, and the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) indemnifying party shall have the right to undertake the defensedefense thereof by representatives chosen by it; (b) If the indemnifying party fails to defend the indemnified party against such Claim within a reasonable time after being notified of the Claim, then the indemnified party shall (upon further notice to the indemnifying party) have the right to defend, compromise or settlement of settle such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (indemnifying party subject to the right of the Indemnifying Party indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; provided, that the indemnified party shall provide the indemnifying party with notice of any proposed settlement or compromise of such Claim (as far in advance of the actual settlement or compromise of the Claim as is reasonably practicable).; and (dc) Anything in this Section 8.5 Agreement to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party indemnified party other than as a result of money damages or other money payments, (i) the Indemnified Party indemnified party shall have the right, at its own the cost and expenseexpense of the indemnifying party, to participate in manage the defense, compromise or settlement of such Claim; provided, however, that if such Claim is settled without the indemnifying party's consent (which consent shall not be unreasonably withheld), the indemnified party shall be deemed to have waived all rights hereunder against the indemnifying party for money damages arising out of such Claim, ; and (ii) the Indemnifying Party indemnifying party shall not, without the Indemnified Party’s written consentconsent of the indemnified party, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of indemnified party a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities Promptly upon receipt of Seller and Buyer hereunder notice of any claim, demand or assessment or the commencement of any suit, action or proceeding with respect to their respective indemnities which indemnity may be sought pursuant to this Section 8Agreement, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification to be indemnified or held harmless (the “Indemnified PartyIndemnitee”) must give shall notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the other party or parties, as the case may be from whom indemnification is sought (the “Indemnifying PartyIndemnitor”). In case any claim, notice of any such Claim promptly after demand or assessment shall be asserted, or suit, action or proceeding commenced against the Indemnified Party receives notice thereof; providedIndemnitee, howeverthe Indemnitor shall be entitled, that failure at the Indemnitor’s expense, to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except participate therein, and, to the extent that it may wish, to assume the Indemnifying Party defense, conduct or settlement thereof, at its own expense, with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is prejudiced thereby. (b) a claim to which its rights of indemnification apply. The Indemnifying Party Indemnitor shall have the right to undertakesettle or compromise monetary claims; however, by counsel or as to any other representatives of its own choosingclaim, the defense of such Claim. (c) In Indemnitor shall first obtain the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim prior written consent from the Indemnified Party Indemnitee, which consent shall fail to defend, be exercised in the Indemnified Party (upon further written sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnifying Party) shall have the right Indemnitee of Indemnitor’s intent so to undertake assume the defense, conduct, settlement or compromise of such action, the Indemnitor shall not be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement of such Claimaction while the Indemnitor is diligently defending, by counsel conducting, settling or compromising such action. Each party shall cooperate fully with the other representatives of its own choosing, on behalf of and for party in the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of all such Claim at any time prior to settlement, compromise claims or final determination thereof)suits. (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 817, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions:: 17.05 (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby.. 17.05 (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.claim. 17.05 (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).. 17.05 (d) Anything in this Section 8.5 17.05 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, ; (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, ; and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim. 17.05 (e) Any representation or warranty that is the subject of a Claim which is asserted in a reasonably detailed writing prior to the expiration of the applicable period set forth in Section 17.01 or Section 17.03, as the case may be, shall survive with respect to such Claim until the final resolution thereof. 18.

Conditions of Indemnification. The obligations and liabilities of Seller the Company and Buyer the Parent hereunder with respect to their respective indemnities pursuant to this Section 8Article V, resulting from any claim or other assertion of liability by third parties Third Party Claim (hereinafter called collectively, “Claims”), as defined below) shall be subject to the following terms and conditions: (a) The party seeking indemnification (To seek indemnification, the “Indemnified Party”) Investor must give the other party or parties, as Company and the case may be (the “Indemnifying Party”), Parent notice of any Third Party Claim which is asserted against, imposed upon or incurred by the Investor and which may give rise to liability of the Company and the Parent pursuant to this Article V, stating (to the extent known or reasonably anticipated) the nature and basis of such Third Party Claim promptly after and the Indemnified Party receives notice amount thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying Party rights of its obligations under this Section 8 the Investor hereunder except to the extent that the Indemnifying Party is prejudiced therebyCompany and the Parent shall have suffered actual material damage by reason of such failure. (b) The Indemnifying Party Subject to Section 5.3(c) below, the Company and the Parent shall have the right to undertake, by counsel or other representatives of its their own choosing, the defense of such ClaimThird Party Claim at the Company and the Parent's risk and expense. (c) In the event that (i) the Indemnifying Party Company and the Parent shall elect not to undertake such defense, or (ii) within a reasonable time after notice from the Investor of any such Claim from Third Party Claim, the Indemnified Party Company and the Parent shall fail to defendundertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party Investor other than as a result of money damages or other money payments, then the Investor (upon further written notice to the Indemnifying PartyCompany and the Parent) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Company and the Parent. In the event that the Investor undertakes the defense of a Third Party (subject Claim under this Section 5.3(c), the Company and the Parent shall pay to the right of Investor, in addition to the Indemnifying Party other sums required to assume defense of be paid hereunder, the reasonable costs and expenses incurred by the Investor in connection with such Claim at any time prior to settlementdefense, compromise or final determination thereof)settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 5.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have Company and the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party Parent shall not, without the Indemnified Party’s Investor's written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party Investor of a release from all liability in respect of such Claim, Third Party Claim in form and substance satisfactory to the Investor; (iiiii) in the event that the Indemnifying Party Company and the Parent undertakes the defense of any such Third Party Claim, the Indemnified PartyInvestor, by counsel or other representative of its their own choosing and at its sole cost and expense, shall have the right to consult with participate in the Indemnifying Party defense, compromise or settlement thereof and each party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect the other party and its counsel and representatives in connection therewith; and (iii) in the event that the Company and the Parent undertake the defense of such Third Party Claim, the Company and the Parent shall have an obligation to keep the Investor informed of the status of the defense of such ClaimThird Party Claim and furnish the Investor with all documents, instruments and information that the Investor shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 812, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability possibility that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer the parties hereunder with respect to their respective indemnities pursuant to this Section 8Article 10, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 10.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 10.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 10.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 10.5.4. Anything in this Section 8.5 10.5 to the contrary notwithstanding, (a) if there is a reasonable probability possibility that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's 70 written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 17, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to and the Indemnified Party must give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except such information with respect to the extent that such Claim as the Indemnifying Party is prejudiced thereby.may reasonably request; 18 (b) The Indemnifying Party shall have the right right, but not the obligation, exercisable by written notice to the Indemnified Party within 30 days of receipt of notice of the Claim, to undertake, by counsel or other representatives of its own choosing, the defense of such claim and, subject to the other provisions of this Section 17.5, control the settlement of such Claim.; (c) In the event that the Indemnifying Party shall not elect not to undertake such defense, or defense within a reasonable the time after notice of any such Claim from the Indemnified Party shall fail to defendprovided, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; and (d) Anything in this Section 8.5 to the contrary notwithstanding, if If there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim. (e) In the event a claim for indemnification is made by Buyer based on an alleged breach by Seller of Section 3.5 or 3.6 (an "Infringement Claim"), in lieu of the procedures set forth in Section 17.5(d), the following procedures shall apply: Buyer shall have the right to participate in (but not control), at its expense, the defense of any Infringement Claim that Seller is defending as provided in this Agreement. Buyer shall cooperate with Seller in a reasonable way to facilitate the settlement or defense of such Infringement Claim, and shall not acknowledge the validity of any alleged Infringement Claim or of any patent, copyright or any third party, or otherwise make statements that could reasonably be expected to have the effect of hampering or undermining Seller's defense or settlement of the Infringement Claim. Seller shall not, without Buyer's prior written consent, enter into any compromise or settlement that (i) commits Buyer to take, or forbear to take, any action, other than the payment of a reasonable royalty or other reasonable compensation for the use of Third Party Intellectual Property Rights or (ii) does not obtain for Buyer the right to continued use of the allegedly infringing information unless Seller has (y) procured for Buyer the right to continue using such Third Party Intellectual Property Rights or (z) provided instructions to replace or modify the same so that it is not subject to such Infringement Claim and is functionally equivalent, in each case in clauses (i) and (ii), upon commercially reasonable terms for the industries in which the Consulting Division participates.

Conditions of Indemnification. The obligations Obligations and liabilities of Seller and Buyer the Indemnifying Party hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), claims shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must Party shall give the other party or parties, as the case may be (the “Indemnifying Party”), Party written notice of any such Claim claim promptly after the Indemnified Party receives written notice thereof; provided, howeverand to the best of Indemnified Party's knowledge advise Indemnifying Party which representation and warranty, that failure to give such notice promptly shall not relieve covenant or agreement set forth herein said claim violates, and the Indemnifying Party will undertake the defense thereof by representatives of its obligations under this Section 8 except their own choosing satisfactory to Indemnified Party. All costs and expenses of such defense (including reasonable fees of counsel), and any settlement or compromise resulting from the extent that defense of any claim will be paid by the Indemnifying Party is prejudiced therebyParty. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not fails to undertake such defensetimely defend, contest, or within a reasonable time after notice of any otherwise protect against such Claim from the Indemnified Party shall fail to defendclaim, the Indemnified Party will (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claimclaim on behalf, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party, and at Indemnifying Party's expense, and to recover from the Indemnifying Party (all reasonable attorneys fees, disbursements and all amounts paid as a result of such claim, subject to the right of the Indemnifying Party to assume the defense of such Claim claim at any time prior to settlement, compromise or final determination thereof). (dc) Anything Notwithstanding the foregoing, in this Section 8.5 no event shall the aggregate amount required to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving be paid by the claimant or Seller pursuant to this Article X exceed the plaintiff aggregate amount of consideration paid to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right Seller pursuant to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimArticle II.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 86, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 6.4 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, ; (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Indemnfiying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The Subject to the provisions of Section 10.4, the obligations and liabilities of Seller JNB and Buyer hereunder Z Del, in the case of Section 10.2(a), and Bank, in the case of Section 10.2(b), with respect to their respective indemnities pursuant to this Section 8, resulting from any claim claims made by or other assertion of liability by against third parties (hereinafter called collectively, “"Third Party Claims”), ") shall be subject to the following terms and conditions: (a) The party seeking indemnification person to whom such Third Party Claim relates (the “"Indemnified Party”") must will give the other party or parties, as the case may be from which indemnity is sought hereunder (the “"Indemnifying Party”), ") prompt notice of such Third Party Claim, (which notice in any such Claim promptly after event shall be given to the Indemnifying Party within 10 days of the Indemnified Party receives notice thereoffirst becoming aware of the facts and circumstances that form the basis of such Third Party Claim), and the Indemnifying Party will (except as otherwise contemplated by the proviso to Section 10.3(b) hereof) assume the defense thereof by representatives chosen by it; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Indemnified Party is prejudiced therebyshall be entitled to participate in such action and to employ counsel at its own expense to assist in the handling of such Third Party Claim. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from Third Party Claim, fails to assume the defense thereof, the Indemnified Party shall fail to defend, the Indemnified Party (upon further written a subsequent 10 days' notice to the Indemnifying Party) shall have the right to undertake the defensedefense or, with the consent of the Indemnifying Party, to undertake a compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Third Party Claim on behalf of and for the account and risk of the Indemnifying Party (Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to the settlement, compromise or final determination thereof. The Indemnifying Party shall not be liable for any compromise or settlement of a Third Party Claim effected without its written consent (which consent will not be unreasonably withheld, delayed or conditioned). During any period when the Indemnifying Party is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay, compromise or settle such Third Party Claim without the Indemnifying Party's consent; provided, however, that the Indemnified Party may nonetheless pay, compromise or settle such Third Party Claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all losses, liabilities, damages or expenses relating to such Third Party Claim. (dc) Anything in this Section 8.5 10.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consentParty (which consent shall not be withheld unreasonably or delayed), settle or compromise any Third Party Claim or consent to the entry of any judgment which settlement, compromise or consent imposes any future obligation on the Indemnified Party or which does not include as an unconditional term thereof the giving by the claimant and or the plaintiff to the Indemnified Party of a release from all liability liabilities in respect of such Third Party Claim. (d) The Indemnified Party shall, and (iii) in the event that shall cause its affiliates to, provide the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, with such assistance (without charge) as may reasonably be requested by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel in connection with any indemnification or other representatives concerning such Claim and defense provided for herein, including, without limitation, providing the Indemnifying Party with such information, documents and records and reasonable access to the services of and consultations with such personnel of the Indemnified Party and their respective counsel or other representatives its Affiliates as the Indemnifying Party shall cooperate deem necessary (provided that such access shall not unreasonably interfere with respect to the performance of the duties performed by or responsibilities of such Claimpersonnel).

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 814, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claimclaim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 14.06 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the Shareholders and Buyer MTLM hereunder with respect to their respective indemnities pursuant to this Section 8, Article IX resulting from any claim or other assertion of liability liabilities by third parties (hereinafter called collectively, “Claims”collectively "CLAIMS"), shall be subject to the following terms and conditions: (a) The the party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”"INDEMNIFYING PARTY"), notice of any such Claim promptly twenty (20) days after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby.; (b) The the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.; provided, however, if a Claim is made against MTLM which exceeds the value of the Escrow Shares at such time, MTLM shall have the right to control the defense of the Claim; (c) In in the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; (d) Anything anything in this Section 8.5 9.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (iA) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (iiB) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.compromise

Conditions of Indemnification. The Except as otherwise provided in Section 5.10 and Section 9.05, the obligations and liabilities of Seller and Buyer each party hereunder with respect to their respective indemnities its indemnity and reimbursement obligations pursuant to this Section 8Article IX, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The indemnifying party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertakeundertake at its sole expense, by counsel or other representatives of its own choosing, the defense of such Claim and the indemnified party shall fully cooperate with and provide all requested information to the indemnifying party in its defense of such Claim. (cb) In the event that the Indemnifying Party indemnifying party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party other party shall fail to defend, the Indemnified Party indemnified party (upon further written notice to the Indemnifying Partyother party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)other party. (dc) Anything in this Section 8.5 Article IX to the contrary notwithstanding, (i) if there is a reasonable probability in indemnified party's judgment, that a Claim may materially and adversely affect the Indemnified Party indemnified party other than as a result of money damages or other money payments, (i) the Indemnified Party indemnified party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party indemnifying party shall not, without the Indemnified Party’s indemnified party's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party indemnified party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party indemnifying party undertakes defense of any Claim, the Indemnified Partyindemnified party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with with, and be provided reasonable access to all relevant information within the Indemnifying Party possession of, the indemnifying party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimindemnifying party.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder ----------------------------- Premier under this Article Ten with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), the Claims shall be subject to the following terms and conditions: (a) The party seeking indemnification person to whom such Claim relates (the “"Indemnified Party”") must will give the other party or parties, as the case may be (the “Indemnifying Party”), Premier prompt notice of any such Claim promptly after (but the Indemnified Party receives notice thereof; provided, however, that failure to give prompt notice of such notice promptly shall Claim will not relieve result in a loss of the Indemnifying Party of its obligations right to be indemnified under this Section 8 Article Ten except to the extent that such failure materially prejudices Premier), and Premier will assume the Indemnifying Party is prejudiced therebydefense thereof by representatives chosen jointly by Premier and Buyer. (b) The Indemnifying Party shall have the right to undertakeIf Premier, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from Claim, fails to assume the Indemnified Party shall fail to defenddefense thereof, the Indemnified Party or any other member of its group shall (upon further written notice to the Indemnifying PartyPremier) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)Premier. (dc) Anything in this Section 8.5 10.02 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party or any other member of the Indemnified Party's group other than as a result of money damages or other money payments, (i) the Indemnified Party or such member of the Indemnified Party's group shall have the rightright to defend, at its own cost and expense, and to participate in the defense, compromise or settlement settle such Claim with the consent of the ClaimPremier, which consent shall not be unreasonably withheld, and (ii) the Indemnifying Party Premier shall not, without the written consent of the Indemnified Party’s written consent, settle or compromise any Claim claim or consent to the entry of any judgment which that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party or such member of the Indemnified Party's group, or both, a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8SECTION 12, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives (reasonably satisfactory to the Indemnified Party) of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 SECTION 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of any Losses and the ClaimIndemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Losses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Losses, (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm or counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) above) of such Loss with counsel (in addition to appropriate local counsel) reasonably satisfactory to the Indemnifying Party. 12.5.5. In the event that an Indemnified Party has a claim for indemnification which does not involve a claim against it by a third party (a "Direct Claim"), the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim (a "Direct Claim Notice"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached. If the Indemnifying Party notifies -43- the Indemnified Party that it disputes an Indemnified Party's right of indemnification with respect to a particular Direct Claim, the parties shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Subject to the limitations on indemnification set forth in this ARTICLE 12, nothing in this Section 12.5.5 shall be deemed to prevent any Indemnified Party from initiating litigation under this Agreement with respect to any Direct Claim disputed by the Indemnified Party for the purpose of establishing the Indemnified Party's right to indemnification hereunder.

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Article 12, shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice specifying in reasonable detail the nature of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyParty's defense shall have been materially impaired. (b) The Indemnifying Party shall have the right right, absent a conflict of interest, to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim under Section 12.4(b) hereof at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 12.4 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, which shall not be unreasonably withheld, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iii) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (iv) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith. (e) No claim for indemnification shall be made by either Indemnified Party unless the aggregate losses of such Indemnified Party exceed Fifty Thousand Dollars ($50,000) (the "Threshold Amount"), whereupon, the Indemnified Party shall be entitled to indemnification hereunder by the Indemnifying Party for any such aggregate losses in excess of the Threshold Amount. Notwithstanding any other provision of this Agreement, the maximum liability that any Indemnifying Party shall have for indemnification claims hereunder shall not exceed Nine Million Dollars ($9,000,000) in the aggregate. (f) The indemnification obligations under this Article 12 with respect to Sections 12.2(b) and 12.3(b) shall expire twelve (12) months following the Closing Date; provided, that, if any such indemnification claim under such Sections has been asserted in writing prior to the stated expiration of the applicable period set forth above, then any indemnification obligation with respect thereto shall survive until final resolution thereof. (g) If any indemnity claim relates to the cleanup of Hazardous Materials, such cleanup shall be required only to the extent that it is required by a Governmental Authority pursuant to an Environmental Law.

Conditions of Indemnification. The obligations and liabilities of Seller ESI and Buyer Vendor hereunder with respect to their respective indemnities pursuant to this Section 810.1, resulting from any claim claim, demand or other assertion of liability by third parties (hereinafter called collectively, “Claims”collectively "Demands"), shall be subject to the following terms and conditions: (a) The 10.1.3.1. Subject to the consent of the party seeking indemnification to be indemnified pursuant to this Section 10 (the “"Indemnified Party”") must give (such consent not to be unreasonably withheld or delayed), the other indemnifying party or parties, as the case may be (the “"Indemnifying Party”), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b") The Indemnifying Party shall will have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of any such ClaimDemand asserted against the Indemnified Party, by counsel such defense, compromise or other representatives of its own choosing, settlement to be undertaken on behalf of and for the account and risk of the Indemnifying Party (subject to Party. 10.1.3.2. In the right of event the Indemnifying Party shall elect not to assume undertake such defense by its own representatives, the Indemnifying Party shall give prompt written notice of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 its election to the contrary notwithstandingIndemnified Party, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in will undertake the defense, compromise or settlement thereof by counsel or other representatives designated by it whom the Indemnifying Party determines in writing to be satisfactory for such purposes. The consent of the ClaimIndemnifying Party to the Indemnified Party's choice of counsel or other representative shall not be unreasonably withheld or delayed. 10.1.3.3. In the event that both an ESI Party and a Vendor Party are subject to the same Demand, then each Party shall (i) assume its own defense thereof with counsel of its choosing, (ii) bear its own expenses in the Indemnifying Party shall notdefense thereof, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include except as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claimotherwise provided herein, and (iii) forego any settlement or compromise thereof without the consent of the other Party unless the settlement or compromise includes an unconditional release in favor of the event that the Indemnifying Party undertakes other party and its Affiliates by all claimants from any liability therein. Notwithstanding each Party's obligation to conduct its own defense of any Claim, the Indemnified Party, by counsel or other representative of joint Demand and bear its own choosing and at its sole cost and expensedefense costs therein, shall have the right if relative fault is allocated or apportioned therein by final adjudication or joint settlement primarily to consult with the Indemnifying one Party and its counsel Affiliates, that Party shall be responsible for reimbursing the other Party for all costs incurred by the Party in the defense thereof. For purposes of this Section 10.1.3.3 a Party shall be deemed "primarily" at fault only if at least eighty percent (80%) of such fault is allocated or other representatives concerning apportioned to such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimits Affiliates.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 9, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party’s risk and expense; provided, however, that the Indemnifying Party shall not have the right to defend against such Losses, and the provisions of Section 9.05(c) shall apply with respect to the defense of such Losses, if Buyer reasonably determines (after consultation with Seller) that the amount of such Losses are reasonably expected to exceed the limitations of liability of the Indemnifying Party set forth in Section 9.04. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). (d) Anything in this Section 8.5 9.05 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance reasonably satisfactory to the Indemnified Party, and (iiiii) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Losses, (iii) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party reasonably informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith, and (iv) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (i) above) of such Loss with one counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party. (e) In the event that an Indemnified Party has a good faith basis for a claim for indemnification which does not involve a claim against it by a third party (a “Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim, including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached; provided, that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent that the Indemnifying Party shall have suffered actual damage by reason of such failure. If the Indemnifying Party notifies the Indemnified Party that it disputes an Indemnified Party’s right of indemnification with respect to a particular Direct Claim, the parties shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Except to the extent of the limitations on indemnification set forth in this Article 9, nothing in this Section 9.05(e) shall be deemed to prevent any Indemnified Party from initiating litigation under this Agreement with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of establishing the Indemnified Party’s right to indemnification hereunder.

Conditions of Indemnification. The obligations and liabilities of Seller Newco, ONS and Buyer hereunder OrionSat with respect to their respective indemnities pursuant to this the Newco Indemnity and Section 812.2, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) 12.3.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Claims promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.3.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimClaims at the Indemnifying Party's risk and expense. (c) 12.3.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Claims, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimClaims, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Claims at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.3.4. Anything in this Section 8.5 12.3 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim Claims may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimClaims, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Claims or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimClaims in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimClaims, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Claims and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimClaims and (d) in the event that the Indemnifying Party undertakes defense of any Claims, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Claims and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)ARTICLE 12, shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice specifying in reasonable detail the nature of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyParty's defense shall have been materially impaired. (b) The Indemnifying Party shall have the right right, absent a conflict of interest, to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim under SECTION 12.4(B) hereof at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 . In such event, the Indemnifying Party shall pay to the contrary notwithstandingIndemnified Party, if there is a reasonable probability that a Claim may materially in addition to the other sums required to be paid hereunder, the costs and adversely affect expenses incurred by the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the connection with such defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of and when such Claim, costs and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimexpenses are so incurred.

Conditions of Indemnification. The obligations and liabilities of Seller the Shareholders, Kolcari and Buyer hereunder the Company, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)parties, shall be subject to the following terms and conditions: (a1) The party hereto seeking indemnification (the “Indemnified Party”"Indemnitee") must will give the other party or parties, as the case may be hereto (the “Indemnifying Party”), "Indemnitor") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve and the Indemnifying Party of its obligations under this Section 8 except to Indemnitor will undertake the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, defense thereof by counsel or other representatives of its own choosing, the defense of such Claim. (c2) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d3) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party Indemnitee other than as a result of money damages or other money payments, (i) the Indemnified Party Indemnitee shall have the right, at its own cost and expense, right to participate in the defensedefend, compromise or settlement settle such Claim, in good faith, on behalf of and for the account and risk of the ClaimIndemnitor. However, (ii) the Indemnifying Party Indemnitee shall not, without the Indemnified Party’s Indemnitor's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitor and the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller Buyer and Buyer hereunder Sellers as indemnifying parties (each, an "Indemnifying Party") to indemnify Sellers and Buyer, respectively (each, an "Indemnified Party"), under Section 6.2 with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability Claims made by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must Party shall give the other party or parties, as the case may be (the “Indemnifying Party”), Party prompt notice of any such Claim promptly after Claim, and the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, undertake the defense of such Claim.thereof by representatives chosen by it; (cb) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim, fails to defend any Indemnified Party against which such Claim from the has been asserted, such Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (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).; and (dc) Anything in this Section 8.5 6.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the such Indemnified Party shall have the right, at its own cost and expense, to participate in the defensedefend, compromise or settlement settle such Claim; provided, however, that if such Claim is settled without the Indemnifying Party's consent (which consent shall not be unreasonably withheld) such Indemnified Party shall be deemed to have waived all rights hereunder against such Indemnifying Party for money damages arising out of the such Claim, and (ii) the such Indemnifying Party shall not, without the written consent of such Indemnified Party’s written consent, settle or compromise any Claim or consent to the entry of any judgment which that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the such Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder with With respect to their respective indemnities pursuant to this Section 8any actual or potential claim, resulting from any claim written demand, the commencement of any action, or the occurrence of any other assertion event which involves any matter or related series of liability by third parties matters (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (aa "Claim") The against which a party seeking indemnification hereto is indemnified (the “"Indemnified Party”") must give by the other party or parties, as the case may be (the “"Indemnifying Party”") under Section 4.1, 4.2, 4.3 or 4.4 hereof: 4.5.1. Promptly after the Indemnified Party first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a "Third Party Claim"), notice of any such Claim promptly after the Indemnified Party receives first has actual knowledge of such Claim, the Indemnified Party shall give notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to such Claim in reasonable detail and stating the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertakeamount involved, by counsel or other representatives of its own choosingif known, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice together with copies of any such written documents. 4.5.2. If the Claim from the Indemnified involves a Third Party shall fail to defendClaim, the Indemnified Party (upon further written notice to then the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost sole cost, expense and expenseultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to participate litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; provided, however, that if in the defense, compromise or settlement Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim, (ii) then the Indemnified Party shall be entitled to select counsel of its own choosing, reasonably satisfactory to the Indemnifying Party, in which event the Indemnifying Party shall notbe obligated to pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, without the Indemnified Party may elect, at any time and at the Indemnified Party’s written consent's sole cost, expense and ultimate liability, regardless of the outcome, and through counsel of its choice, to litigate, defend, settle or compromise any Claim or consent otherwise attempt to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to resolve such Third Party Claim. If the Indemnified Party of so elects (for reasons other than the Indemnifying Party's failure or refusal to provide a release from all liability in respect of defense to such Third Party Claim), and (iii) in the event that then the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right no obligation to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and indemnify the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Third Party Claim., but such disposition will be without

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer and Avantium US hereunder with respect to their respective indemnities pursuant to this Section 814, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby.; (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.claim; (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; and (d) Anything in this Section 8.5 14.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller under Section 9.03 hereof and the obligations and liabilities of Buyer hereunder under Section 9.04 hereof with respect to their respective indemnities pursuant Claims relating to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The A party seeking indemnification under this Agreement ("Indemnified Party") will give the party required to provide such indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “"Indemnifying Party”), ") prompt notice of any such Claim promptly after the Indemnified Party receives notice thereof; providedClaim, however, that failure to give such notice promptly shall not relieve and thereafter the Indemnifying Party of its obligations under this Section 8 except to will undertake the extent that the Indemnifying Party is prejudiced therebydefense thereof by representatives chosen by it. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party (will, upon further written notice to the Indemnifying Party) shall , have the right to undertake the defense, -84- 89 compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (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). (dc) Anything in this Section 8.5 9.05 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in defend, and with the defenseconsent of the Indemnifying Party, to compromise or settlement of the settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consent, its successors and assigns settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of Party, a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the Shareholders, Gamma, and Buyer hereunder the Company, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)any of them, shall be subject to the following terms and conditions: (a1) The party hereto seeking indemnification (the “Indemnified Party”"INDEMNITEE") must will give the other party or parties, as the case may be hereto from whom indemnification is sought (the “Indemnifying Party”), "INDEMNITOR") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that and the Indemnitor will have the right to undertake the defense thereof by representatives of its own choosing. The failure of any Indemnitee to give such notice promptly as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations under this Section 8 14 above, except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. (b) The Indemnifying Party by the failure to give such notice. When the Indemnitor undertakes the defense of any claim, the Indemnitee shall have the right to undertake, by counsel or other representatives of participate in contesting such claim at its own choosing, the defense of such Claimcosts and expense. (c2) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d3) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party The Indemnitor shall not, without the Indemnified Party’s Indemnitee's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller Parent, Company, Parent and Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Buyer Claims or Seller Claims (collectively, resulting from any claim or other assertion of liability "Claims") made by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The indemnified party seeking indemnification (the “Indemnified Party”) must shall give the other indemnifying party or parties, as the case may be (the “Indemnifying Party”), prompt notice of any such Claim promptly after Claim, and the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party indemnifying party shall have the right to undertake, by counsel or other representatives of its own choosing, undertake the defense of such Claim.thereof by representatives chosen by it; (cb) In If the event that the Indemnifying Party shall elect not to undertake such defenseindemnifying party, or within a reasonable time after notice of any such Claim, fails to defend the indemnified party against which such Claim from the Indemnified Party shall fail to defendhas been asserted, the Indemnified Party indemnified party shall (upon further written notice to the Indemnifying Partyindemnifying party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (indemnifying party subject to the right of the Indemnifying Party indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof).; and (dc) Anything in this Section 8.5 Article X to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party indemnified party other than as a result of money damages or other money payments, (i) the Indemnified Party indemnified party shall have the right, at its own cost and expense, to participate in the defensedefend, compromise or settlement of the settle such Claim, and (ii) the Indemnifying Party indemnifying party shall not, without the Indemnified Party’s written consentconsent of the indemnified party, settle or compromise any Claim or consent to the entry of any judgment in any manner that admits wrongdoing or any violation of law or which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of indemnified party a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the Sellers, the Company and Buyer hereunder the Purchaser, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)parties, shall be subject to the following terms and conditions: (a1) The party hereto seeking indemnification (the “Indemnified Party”"Indemnitee") must will give the other party or parties, as the case may be hereto (the “Indemnifying Party”), "Indemnitor") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve and the Indemnifying Party of its obligations under this Section 8 except to Indemnitor will undertake the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, defense thereof by counsel or other representatives of its own choosing, the defense of such Claim. (c2) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d3) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party Indemnitee other than as a result of money damages or other money payments, (i) the Indemnified Party Indemnitee shall have the right, at its own cost and expense, right to participate in the defensedefend, compromise or settlement settle such Claim, in good faith, on behalf of and for the account and risk of the ClaimIndemnitor. However, (ii) the Indemnifying Party Indemnitee shall not, without the Indemnified Party’s Indemnitor's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitor and the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”), notice of any such Claim claim as to which recovery may be sought against the Indemnifying Party because of the indemnities set forth in this Section 11 promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) The If such indemnity shall arise from the claim of a third party, the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claimclaim at the Indemnifying Party’s risk and expense. (c) In the event that the Indemnifying Party shall elect not to undertake such defensedefense as provided in (b) above, or within a reasonable time after notice of any such Claim claim of a third party from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claimclaim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim claim at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 11.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claimclaim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consentconsent (such consent not to be unreasonably withheld), settle or compromise any Claim claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claimclaim in form and substance satisfactory to the Indemnified Party, and (iii) in the event that the Indemnifying Party undertakes defense of any Claimclaim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaim, and (iv) in the event that the Indemnifying Party undertakes defense of any claim, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such claim and to furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith. The indemnification obligations under this Section 11 shall survive the Closing Date and, to the extent relating to any representation, warranty or covenant, shall terminate on the expiration date of the representation, warranty or covenant to which it relates.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder to indemnify the Purchaser Group under Section 10.03 hereof with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (Any member of the “Indemnified Party”) must Purchaser Group against whom any such Claim is asserted will give the other party or parties, as the case may be (the “Indemnifying Party”), Seller prompt written notice of any such Claim, and Seller or its subsidiary will undertake the defense thereof by representatives of their own choosing. If Seller, within twenty days after written notice of any such Claim, fails to defend such Claim, the member of the Purchaser Group against whom such Claim promptly after the Indemnified Party receives has been made will (upon further notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (bSeller) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to reasonably undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Seller, subject to the right of Purchaser notifying the Indemnifying Party to assume defense of such Claim at any time Seller prior to settlement, the settlement or compromise or final determination thereof). (db) Anything in this Section 8.5 10.05 to the contrary notwithstanding: (i) The member of the Purchaser Group against whom a Claim has been made shall have the right, if at its sole expense, at any time to select and retain representatives to act as co-counsel in the defense of any Claim being defended by representatives of Seller. Seller agrees to cause its representatives to consult in good faith with any such Purchaser Group representatives with respect to decisions involving the conduct and defense of any such Claim, provided that, subject to clauses (ii) and (iii) of this Section 10.05 (b), the representatives of Seller shall retain final discretion and authority with respect to the conduct and defense of such Claim. (ii) If there is a reasonable probability possibility that a Claim may materially and adversely affect the Indemnified Party member of the Purchaser Group against whom such Claim has been made other than as a result of money monetary damages or other money paymentsmonetary payments (i.e., (i) the Indemnified Party Purchaser Group may be collaterally stopped from asserting any legal claims or defenses or may be prejudiced as to any future claims), such member of the Purchaser Group shall have the right, at its own cost and expense, to participate in the defensedefend, compromise or settlement settle such Claim; provided that in such event such member of the Claim, (ii) Purchaser Group shall not have any right of subrogation or contribution against the Indemnifying Party Seller. Seller shall not, without the Indemnified Party’s written consentconsent of such member of the Purchaser Group, settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such member of the Indemnified Party of Purchaser Group a release from all liability in respect of such Claim, and . (iiic) in the event that the Indemnifying Party undertakes defense With respect to all other future claims of any Claim, the Indemnified Party, by counsel whatever nature alleged or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate filed against Purchaser with respect to the Elset Business Assets and/or Accom Poland, Seller shall, upon the reasonable request of Purchaser, reasonably assist (without any unreasonable or excessive expense of Seller) Purchaser in the preparation of and for any such Claimlitigation or threatened litigation.

Conditions of Indemnification. The obligations and liabilities of Buyer and Seller as indemnifying parties (each, an "Indemnifying Party") to indemnify Seller and Buyer hereunder Buyer, respectively (each, an "Indemnified Party"), under Section 6.2 with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability Claims made by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must Party shall give the other party or parties, as the case may be (the “Indemnifying Party”), Party prompt notice of any such Claim promptly after the Indemnified Party receives notice thereof; providedClaim, however, that failure to give such notice promptly shall not relieve and the Indemnifying Party of its obligations under this Section 8 except shall have the sole right to undertake the extent that the Indemnifying Party is prejudiced therebydefense thereof by representatives chosen by it. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim, fails to defend any Indemnified Party against which such Claim from the has been asserted, such Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (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).; and (dc) Anything in this Section 8.5 6.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the such Indemnified Party shall have the right, at its own cost and expense, to participate in the defensedefend, compromise or settlement settle such Claim; provided, however, that if such Claim is settled without the Indemnifying Party's consent (which consent shall not be unreasonably withheld) such Indemnified Party shall be deemed to have waived all rights hereunder against such Indemnifying Party for money damages arising out of the such Claim, and (ii) the such Indemnifying Party shall not, without the written consent of such Indemnified Party’s written consent, settle or compromise any Claim or consent to the entry of any judgment which that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the such Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the Owners and Buyer Group 1 hereunder with respect to their respective indemnities pursuant to this Section 8, Article IX resulting from any claim or other assertion of liability liabilities by third parties (hereinafter called collectively, “collectively "Claims”"), shall be subject to the following terms and conditions: (a) The the party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly 10 business days after the Indemnified Party receives notice thereof; provided, however, thereof (provided that failure to give notice within such notice promptly shall 10 day period does not relieve the Indemnifying Party of its his obligations under this Section 8 to indemnify the Indemnified Party hereunder, except to the extent that the such Indemnifying Party is prejudiced thereby.harmed by the failure of the Indemnified Party to provide timely notice); (b) The the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.; provided, however, if a Claim is made against Group 1, then Group 1 shall have the right to control the defense of the Claim; (c) In the event that if the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.;

Conditions of Indemnification. The obligations and liabilities of Seller the Seller, Executor and Buyer hereunder the Purchasers under this Section with respect to their respective indemnities pursuant Claims relating to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The A party seeking indemnification under this Agreement ("Indemnified Party") will give the party required to provide such indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “"Indemnifying Party”), ") prompt written notice of any such Claim promptly after the Indemnified Party receives notice thereof; providedClaim, however, that failure to give such notice promptly shall not relieve and thereafter the Indemnifying Party of its obligations under this Section 8 except will undertake the defense thereof by representatives chosen by it, provided that such representatives are reasonably acceptable to the extent that the Indemnifying Party is prejudiced therebyIndemnified Party. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party (will, upon further written notice to the Indemnifying Party) shall , have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (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). (dc) Anything in this Section 8.5 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in defend, and with the defenseconsent of the Indemnifying Party, to compromise or settlement of the settle such Claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consent, its successors and assigns settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the HouTex Shareholders, MTLM and Buyer HouTex hereunder with respect to their respective indemnities pursuant to this Section 8, Article VIII resulting from any claim or other assertion of liability liabilities by third parties (hereinafter called collectively, “collectively "Claims”"), shall be subject to the following terms and conditions: (a) The the party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby.; (b) The the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its it own choosing, the defense of such Claim.claim; (c) In in the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; (d) Anything in this Section 8.5 8.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (iA) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of have its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.counsel

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder the Plaintiffs under Section 8 hereof with respect to their respective indemnities pursuant claims relating to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”) must Parties will give the other party or parties, as the case may be (the “Indemnifying Party”), Plaintiffs prompt notice of any such Claim promptly after claims, and the Plaintiffs will assume the defense thereof by representatives chosen by them in consultation with the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced therebyParties. (b) The Indemnifying Party Plaintiffs shall have not, without the right written consent of the Indemnified Parties, settle or compromise any claim or consent to undertake, the entry of any judgment that (i) does not include as an unconditional term thereof the giving by counsel or other representatives of its own choosing, the defense claimant to the Indemnified Parties a release from all liability in respect of such Claimclaim or (ii) obligates the Indemnified Parties in any manner. (c) In If the event that the Indemnifying Party shall elect not to undertake such defensePlaintiffs, or within a reasonable time after notice of any such Claim from the Indemnified Party shall claim, fail to defenddefend or, during such defense, the Indemnified Party (upon further written Parties decide, in good faith, that the Plaintiffs are not adequately defending such claims, after notice to the Indemnifying Party) Plaintiffs with a reasonable opportunity for the Plaintiffs to cure any alleged inadequacy in the defense, the Indemnified Parties shall have the right to undertake the defense, compromise or settlement of settle such Claimclaims at the risk, by counsel or other representatives of its own choosing, on behalf of cost and for the account and risk expense of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)Plaintiffs. (d) Anything If a claim(s) is brought by any or all of the eight individuals listed in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability 8 above and/or their representatives that a Claim may materially and adversely affect effect the Indemnified Party Parties other than as a result of money damages or other money payments, (i) the Indemnified Party Parties shall have the right, after consultation with the Plaintiffs, to defend, at its own the reasonable cost and expenseexpense of the Plaintiffs, and to participate in the defense, compromise or settlement settle such claims with the consent of the ClaimPlaintiffs, which consent shall not be unreasonably withheld. (iie) The Plaintiffs, on the Indemnifying Party shall notone hand, without and the Indemnified Party’s written consentParties, settle or compromise any Claim or consent on the other hand, agree to entry render to each other such assistance as they may reasonably require of any judgment which does not include as an unconditional term thereof each other and to cooperate in good faith with each other in order to ensure the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, proper and (iii) in the event that the Indemnifying Party undertakes adequate defense of any Claimclaim, action, suit or proceeding brought by any third party. Where counsel has been selected by the Plaintiffs, the Indemnified Party, by Parties shall be entitled to rely upon the advice of such counsel or other representative in the conduct of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimdefense.

Conditions of Indemnification. The obligations and liabilities of Seller the Principal Stockholders and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, 9.1 resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “collectively "Claims”"), shall be subject to the following terms and conditions: (ai) The party Buyer Indemnitee or Seller Indemnitee seeking indemnification (the “"Indemnified Party”") must give the other party or partiesparties (it being understood that the Designated Stockholder shall receive all notices pursuant to this Section 9.1(g)), as the case may be (the “"Indemnifying Party”"), written notice of any such Claim reasonably promptly after the Indemnified Party receives notice thereof; provided, howeverprovided that if such notice is actually served within the applicable time period, that the failure to give such notice so reasonably promptly notify shall not relieve release the Indemnifying Party of its obligations under this Section 8 from any liability which they may have to the Indemnified Party except to the extent that the failure to so reasonably promptly notify prejudices the Indemnifying Party is prejudiced therebyin any material respect. Such notice shall state the amount or estimated amount of such Claim to the extent reasonably practicable. (bii) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing and reasonably acceptable to the Indemnified Party, the defense of such Claim. (ciii) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time 30 days after delivery of notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)Party. (div) Anything in this Section 8.5 9.1(g) to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, : (iA) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to participate in the defense, compromise or settlement of the Claim; (B) the Indemnified Party shall not settle a Claim for which it is indemnified by the Indemnifying Party without the written consent of the Indemnifying Party, unless the Indemnifying Party elects in writing not to undertake defense or fails to defend such Claim pursuant to Section 9.1(g)(iii); (iiC) the Indemnifying Party shall not, without the Indemnified Party’s 's written consentconsent (which consent shall not be unreasonably withheld), settle or compromise any Claim or consent to entry of any judgment which does not include in- clude as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and ; (iiiD) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall reasonably cooperate with respect to such Claim; and (E) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), take any measure or step that imposes an unreasonable burden or encumbrance upon the operation or conduct of the Business.

Conditions of Indemnification. The obligations and liabilities of Seller the Feishang Shareholder, Feishang and Buyer hereunder the Company, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)any of them, shall be subject to the following terms and conditions: (a1) The party hereto seeking indemnification (the “Indemnified Party”"Indemnitee") must will give the other party or parties, as the case may be hereto from whom indemnification is sought (the “Indemnifying Party”), "Indemnitor") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that and the Indemnitor will have the right to undertake the defense thereof by representatives of its own choosing. The failure of any Indemnitee to give such notice promptly as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations under this Section 8 14 above, except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. (b) The Indemnifying Party by the failure to give such notice. When the Indemnitor undertakes the defense of any claim, the Indemnitee shall have the right to undertake, by counsel or other representatives of participate in contesting such claim at its own choosing, the defense of such Claimcosts and expense. (c2) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d3) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party The Indemnitor shall not, without the Indemnified Party’s Indemnitee's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 17, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to and the Indemnified Party must give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except such information with respect to the extent that such Claim as the Indemnifying Party is prejudiced thereby.may reasonably request; (b) The Indemnifying Party shall have the right right, but not the obligation, exercisable by written notice to the Indemnified Party within 30 days of receipt of notice of the Claim, to undertake, by counsel or other representatives of its own choosing, the defense of such claim and, subject to the other provisions of this Section 17.5, control the settlement of such Claim.; (c) In the event that the Indemnifying Party shall not elect not to undertake such defense, or defense within a reasonable the time after notice of any such Claim from the Indemnified Party shall fail to defendprovided, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; and (d) Anything in this Section 8.5 to the contrary notwithstanding, if If there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim. (e) In the event a claim for indemnification is made by Buyer based on an alleged breach by Seller of Section 3.5 or 3.6 (an "Infringement Claim"), in lieu of the procedures set forth in Section 17.5(d), the following procedures shall apply: Buyer shall have the right to participate in (but not control), at its expense, the defense of any Infringement Claim that Seller is defending as provided in this Agreement. Buyer shall cooperate with Seller in a reasonable way to facilitate the settlement or defense of such Infringement Claim, and shall not acknowledge the validity of any alleged Infringement Claim or of any patent, copyright or any third party, or otherwise make statements that could reasonably be expected to have the effect of hampering or undermining Seller's defense or settlement of the Infringement Claim. Seller shall not, without Buyer's prior written consent, enter into any compromise or settlement that (i) commits Buyer to take, or forbear to take, any action, other than the payment of a reasonable royalty or other reasonable compensation for the use of Third Party Intellectual Property Rights or (ii) does not obtain for Buyer the right to continued use of the allegedly infringing information unless Seller has (y) procured for Buyer the right to continue using such Third Party Intellectual Property Rights or (z) provided instructions to replace or modify the same so that it is not subject to such Infringement Claim and is functionally equivalent, in each case in clauses (i) and (ii), upon commercially reasonable terms for the industries in which the Enterprise Division participates.

Conditions of Indemnification. The obligations and liabilities of Seller the Stockholder and Buyer Acquiror hereunder with respect to their respective indemnities pursuant to this Section 8Article XI, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), Third Party Claim shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Third Party Claim promptly after which is asserted against, resulting to, imposed upon or incurred by the Indemnified Party receives notice and which may give rise to liability of the Indemnifying Party pursuant to this Article XI, stating (to the extent known or reasonably anticipated) the nature and basis of such Third Party Claim and the amount thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual material damage by reason of such failure. (b) The Subject to Section 11.4(c) below, the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimThird Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, or (ii) within a reasonable time after notice of any such Claim from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to defendundertake to defend such Third Party Claim, or (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party (subject to undertakes the right defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall pay to assume defense of the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such Claim at any time prior to settlementdefense, compromise or final determination thereof)settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 11.4 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, Third Party Claim in form and substance satisfactory to the Indemnified Party; (iiiii) in the event that the Indemnifying Party undertakes defense of any such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with participate in the Indemnifying Party defense, compromise or settlement thereof and each party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the event that - 38 - 47 the Indemnifying Party undertakes defense of such Third Party Claim, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Third Party Claim and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith. (e) Neither the Stockholder nor Acquiror shall be liable to the other in respect of any indemnification hereunder except to the extent that the aggregate amount of Losses, together with all other Losses of the party to be indemnified under this Agreement, is (i) in excess of One Hundred Thousand Dollars ($100,000) (the "Basket Amount"), except for indemnification for claims made pursuant to Section 11.2(c) which shall not be subject to such ClaimBasket Amount; provided, that once an indemnified party has incurred Losses in excess of the Basket Amount, such indemnified party shall be indemnified for all Losses without regard to the Basket Amount, and (ii) less than Seven Million Five Hundred Thousand Dollars ($7,500,000).

Conditions of Indemnification. The obligations and liabilities of Seller under Section 13.2 hereof and the obligations and liabilities of Buyer hereunder under Section 13.3 hereof with respect to their respective indemnities pursuant claims relating to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The A party seeking indemnification under this Agreement ("Indemnified Party") will give the party required to provide such indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “"Indemnifying Party”), ") notice of any such Claim promptly claim promptly, but in no event later than five (5) Business Days after receiving notice hereof, and thereafter the Indemnified Indemnifying Party receives notice thereof; will undertake the defense thereof by representatives chosen by it, provided, however, that failure to give such notice promptly notification shall not relieve affect the Indemnifying Party of its obligations under this Section 8 indemnification provided for herein except to the extent that the Indemnifying Party is shall have been actually prejudiced therebyas a result of such failure; provided, further, however, that even if Seller as Indemnifying Party undertakes the defense of a claim, Buyer may, at its own expense, participate in the defense of such claim. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail claim, fails to defenddefend such claim, the Indemnified Party (upon further written notice to the Indemnifying Party) shall will have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, claim at the expense and on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)Party. (dc) Anything in this Section 8.5 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in defend, and with the defenseconsent of the Indemnifying Party, to compromise or settlement of the Claimsettle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consent, its successors and assigns, settle or compromise any Claim claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of Party, a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaim.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder with With respect to their respective indemnities pursuant to this Section 8any actual or potential claim, resulting from any claim written demand, the commencement of any action, or the occurrence of any other assertion event which involves any matter or related series of liability by third parties matters (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (aa "Claim") The against which a party seeking indemnification hereto is indemnified (the “"Indemnified Party”") must give by the other party or parties, as the case may be (the “"Indemnifying Party”") under 36 18 Section 4.1 or 4.2 hereof: 4.3.1. Promptly after the Indemnified Party first receives written documents pertaining to the Claim, or if such Claim does not involve a third party Claim (a "Third Party Claim"), notice of any such Claim promptly after the Indemnified Party receives first has actual knowledge of such Claim, the Indemnified Party shall give notice thereofto the Indemnifying Party of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. 4.3.2. If the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; provided, however, that failure to give such notice promptly shall not relieve if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party of its obligations under this Section 8 except with respect to such Third Party Claim, then the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Indemnified Party shall have the right be entitled to undertake, by select counsel or other representatives of its own choosing, reasonably satisfactory to the defense of such Claim. (c) In the Indemnifying Party, in which event that the Indemnifying Party shall elect not be obligated to undertake pay the fees and expenses of such defense, or within a reasonable time after notice of any such Claim from counsel. Notwithstanding the Indemnified Party shall fail to defendpreceding sentence, the Indemnified Party may elect, at any time and at the Indemnified Party's sole cost, expense and ultimate liability, regardless of the outcome, and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (upon further written notice to for reasons other than the Indemnifying Party) 's failure or refusal to provide a defense to such Third Party Claim), then the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to indemnification under Section 4.1 or 4.2 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by through counsel or other representatives of its own choosingchoice, on behalf of and for the account and at the risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlementParty, compromise or final determination thereof). (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall notbe obligated to pay the costs, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving expenses and attorney fees incurred by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of connection with such Third Party Claim. In any event, Buyer and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or Seller shall fully cooperate with each other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel in connection with any such litigation, defense, settlement or other representatives shall cooperate with respect to such Claimattempted resolution.

Conditions of Indemnification. The obligations and liabilities of ----------------------------- Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 811, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The In the event of a third party claim, the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claimclaim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 11.05 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. (a) The obligations and liabilities of Seller and Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)7, shall be subject to the following terms and conditions: (ai) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), written notice specifying in reasonable detail the nature of any such Claim its Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except and solely to the extent that the Indemnifying Party is Party's defense shall have been materially impaired or prejudiced thereby. (bii) The Indemnifying Party shall have the right right, absent a conflict of interest, to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. In the event there exists the reasonable possibility of an actual, substantial conflict of interest between the Indemnified Party and the Indemnifying Party in connection any matter for which indemnification may be sought hereunder, the Indemnified Party shall have the right to participate in the defense, compromise or settlement of such Losses, by counsel or other representatives of its own choosing, on behalf of and for the account risk of the Indemnifying Party. In such event, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement shall be paid by the Indemnifying Party as and when such costs and expenses are so incurred. (ciii) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim under Section 7.4(a)(ii) hereof at any time prior to settlement, compromise or final determination thereof). In such event, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement shall be paid by the Indemnifying Party as and when such costs and expenses are so incurred. (db) Anything in this Section 8.5 7.4 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, which shall not be unreasonably withheld, settle or compromise any Claim Losses or consent to entry of any judgment judgement which does not include as an a unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iii) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (iv) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith. (c) To the extent permitted by applicable law, all payments pursuant to this Section 7 shall be treated by the Parties as an adjustment to the Purchase Price.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 12, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”"INDEMNIFYING PARTY"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party's risk and expense; provided, however, that as a condition to the exercise of such right to undertake defense of such Losses, the Indemnifying Party shall, as between the Indemnifying Party and the Indemnified Party, assume the liability for such Losses, without regard to the limitations set forth in Section 12.4.2. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim may materially and adversely affect any third party alleges the Indemnified Party right to or seeks any remedy other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own the cost and expenseexpense of the Indemnifying Party, to participate in and direct the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance reasonably satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Losses, (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) above) of such Loss with counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party. 12.5.5. In the event that an Indemnified Party has a good faith basis for a claim for indemnification which does not involve a claim against it by a third party (a "DIRECT CLAIM"), the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim (a "DIRECT CLAIM NOTICE"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached; provided, that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent that the Indemnifying Party shall have suffered actual damage by reason of such failure. If the Indemnifying Party notifies the Indemnified Party that it disputes an Indemnified Party's right of indemnification with respect to a particular Direct Claim, the parties shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Except to the extent of the limitations on indemnification set forth in this Article 12, nothing in this Section 12.5.5 shall be deemed to prevent any Indemnified Party from initiating litigation under this Agreement with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of establishing the Indemnified Party's right to indemnification hereunder.

Conditions of Indemnification. The obligations and liabilities Promptly upon receipt of Seller and Buyer hereunder notice of any claim, demand or assessment or the commencement of any suit, action or proceeding with respect to their respective indemnities which indemnity may be sought pursuant to this Section 8Agreement, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification to be indemnified or held harmless (the “Indemnified PartyIndemnitee”) must give shall notify in writing, if possible, within sufficient time to permit response to such claim or answer or other pleading in such action, the other party or parties, as the case may be from whom indemnification is sought (the “Indemnifying PartyIndemnitor”). In case any claim, notice of any such Claim promptly after demand or assessment shall be asserted, or suit, action or proceeding commenced against the Indemnified Party receives notice thereof; providedIndemnitee, howeverthe Indemnitor shall be entitled, that failure at the Indemnitor’s expense, to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except participate therein, and, to the extent that it may wish, to assume the Indemnifying Party defense, conduct or settlement thereof, at its own expense, with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed; provided that the Indemnitor confirms to the Indemnitee that it is prejudiced thereby. (b) a claim to which its rights of indemnification apply. The Indemnifying Party Indemnitor shall have the right to undertakesettle or compromise monetary claims; however, by counsel or as to any other representatives of its own choosingclaim, the defense of such Claim. (c) In Indemnitor shall first obtain the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim prior written consent from the Indemnified Party Indemnitee, which consent shall fail to defend, be exercised in the Indemnified Party (upon further written sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnifying Party) shall have the right Indemnitee of Indemnitor’s intent so to undertake assume the defense, conduct, settlement or compromise of such action, the Indemnitor shall not be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement of such Claimaction while the Indemnitor is diligently defending, by counsel conducting, settling or compromising such action. Each party shall cooperate fully with the other representatives of its own choosing, on behalf of and for party in the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of all such Claim at any time prior to settlement, compromise claims or final determination thereof)suits. (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder with With respect to their respective indemnities pursuant to this Section 8any actual or potential claim, resulting from any claim written demand, the commencement of any action, or the occurrence of any other assertion of liability by third parties event which involves any Seller Indemnifiable Claim or Buyer Indemnifiable Claim (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions:a "Claim"): (a) The Promptly after the President of the Indemnified Party first receives written documents pertaining to the Claim, or if such Claim does not involve a third party seeking indemnification Claim (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”a "Third Party Claim"), notice of any such Claim promptly after the Indemnified Party receives first has actual knowledge of such Claim, the Indemnified Party shall give notice thereofto the Indemnifying Party of such Claim in reasonable detail and stating the amount involved, if known, together with copies of any such written documents. (b) The obligation of the Indemnifying Party to indemnify the Indemnified Party with respect to any Claim shall not be affected by the failure of the Indemnified Party to give the notice with respect thereto in accordance with Section 5.5(a) hereof unless the Indemnifying Party shall establish by clear and convincing evidence that it has been irretrievably prejudiced thereby. (c) If the Claim involves a Third Party Claim, then the Indemnifying Party shall have the right, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party), to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim; provided, however, that failure to give such notice promptly shall not relieve if in the Indemnified Party's reasonable judgment a conflict of interest may exist between the Indemnified Party and the Indemnifying Party of its obligations under this Section 8 except with respect to such Third Party Claim, then the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Indemnified Party shall have the right be entitled to undertake, by select counsel or other representatives of its own choosing, reasonably satisfactory to the defense of such Claim. (c) In the Indemnifying Party, in which event that the Indemnifying Party shall elect not be obligated to undertake pay the fees and expenses of such defense, or within a reasonable time after notice of any such Claim from counsel. Notwithstanding the Indemnified Party shall fail to defendpreceding sentence, the Indemnified Party may elect, at any time and at the Indemnified Party's sole cost, expense and ultimate liability, regardless of the outcome, and through counsel of its choice, to litigate, defend, settle or otherwise attempt to resolve such Third Party Claim. If the Indemnified Party so elects (upon further written notice to for reasons other than the Indemnifying Party) 's failure or refusal to provide a defense to such Third Party Claim), then the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect to such Third Party Claim, but such disposition will be without prejudice to any other right the Indemnified Party may have to indemnification under Section 5.2 or 5.3 hereof, regardless of the outcome of such Third Party Claim. If the Indemnifying Party fails or refuses to provide a defense to any Third Party Claim, then the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by through counsel or other representatives of its own choosingchoice, on behalf of and for the account and at the risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlementParty, compromise or final determination thereof). (d) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall notbe obligated to pay the costs, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving expenses and attorney's fees incurred by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of connection with such Third Party Claim. In any event, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Seller and the Indemnifying Party and the Indemnified Party Buyer Indemnitees shall fully cooperate with each other and their respective counsel in connection with any such litigation, defense, settlement or other representatives shall cooperate with respect to such Claimattempted resolution.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 812, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability possibility that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8ARTICLE 17, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”"CLAIMS"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”"INDEMNIFYING PARTY"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to and the Indemnified Party must give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except such information with respect to the extent that such Claim as the Indemnifying Party is prejudiced thereby.may reasonably request; (b) The Indemnifying Party shall have the right right, but not the obligation, exercisable by written notice to the Indemnified Party within 30 days of receipt of notice of the Claim, to undertake, by counsel or other representatives of its own choosing, the defense of such claim and, subject to the other provisions of this SECTION 17.5, control the settlement of such Claim.; (c) In the event that the Indemnifying Party shall not elect not to undertake such defense, or defense within a reasonable the time after notice of any such Claim from the Indemnified Party shall fail to defendprovided, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; and (d) Anything in this Section 8.5 to the contrary notwithstanding, if If there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim. (e) In the event a claim for indemnification is made by Buyer based on an alleged breach by Seller of SECTION 3.5 or 3.6 (an "Infringement Claim"), in lieu of the procedures set forth in SECTION 17.5(d), the following procedures shall apply: Buyer shall have the right to participate in (but not control), at its expense, the defense of any Infringement Claim that Seller is defending as provided in this Agreement. Buyer shall cooperate with Seller in a reasonable way to facilitate the settlement or defense of such Infringement Claim, and shall not acknowledge the validity of any alleged Infringement Claim or of any patent, copyright or any third party, or otherwise make statements that could reasonably be expected to have the effect of hampering or undermining Seller's defense or settlement of the Infringement Claim. Seller shall not, without Buyer's prior written consent, enter into any compromise or settlement that (i) commits Buyer to take, or forbear to take, any action, other than the payment of a reasonable royalty or other reasonable compensation for the use of Third Party Intellectual Property Rights or (ii) does not obtain for Buyer the right to continued use of the allegedly infringing information unless Seller has (y) procured for Buyer the right to continue using such Third Party Intellectual Property Rights or (z) provided instructions to replace or modify the same so that it is not subject to such Infringement Claim and is functionally equivalent, in each case in clauses (i) and (ii), upon commercially reasonable terms for the industries in which the Enterprise Division participates.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 12, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”"INDEMNIFYING PARTY"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party's risk and expense; provided, however, that as a condition to the exercise of such right to undertake defense of such Losses, the Indemnifying Party shall, as between the Indemnifying Party and the Indemnified Party, assume the liability for such Losses, without regard to the limitations set forth in Section 12.4.2. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim may materially and adversely affect any third party alleges the Indemnified Party right to or seeks any remedy other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own the cost and expenseexpense of the Indemnifying Party, to participate in and direct the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance reasonably satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Losses, (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) above) of such Loss with counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party. 12.5.5. In the event that an Indemnified Party has a good faith basis for a claim for indemnification which does not involve a claim against it by a third party (a "Direct Claim"), the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim (a "Direct Claim Notice"), including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached; provided, that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent that the Indemnifying Party shall have suffered actual damage by reason of such failure. If the Indemnifying Party notifies the Indemnified Party that it disputes an Indemnified Party's right of indemnification with respect to a particular Direct Claim, the parties shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Except to the extent of the limitations on indemnification set forth in this Article 12, nothing in this Section shall be deemed to prevent any Indemnified Party from initiating litigation under this Agreement with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of establishing the Indemnified Party's right to indemnification hereunder.

Conditions of Indemnification. The obligations and liabilities of Seller the Parent, the Merger Sub and Buyer hereunder the Shareholder, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)any of them, shall be subject to the following terms and conditions: (a) The party hereto seeking indemnification (the “Indemnified Party”"Indemnitee") must will give the other party or parties, as the case may be hereto from whom indemnification is sought (the “Indemnifying Party”), "Indemnitor") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that and the Indemnitor will have the right to undertake the defense thereof by representatives of its own choosing. The failure of any Indemnitee to give such notice promptly as provided herein shall not relieve the Indemnifying Party Indemnitor of its obligations under this Section 8 Article IX, except to the extent that the Indemnifying Party Indemnitor is prejudiced thereby. (b) The Indemnifying Party by the failure to give such notice. When the Indemnitor undertakes the defense of any claim, the Indemnitee shall have the right to undertake, by counsel or other representatives of participate in contesting such claim at its own choosing, the defense of such Claimcosts and expense. (cb) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defendprovide written notice of its election to defend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (dc) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party The Indemnitor shall not, without the Indemnified Party’s Indemnitee's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller under Section 11.03 hereof and the obligations and liabilities of Buyer hereunder under Section 11.04 hereof with respect to their respective indemnities pursuant Claims relating to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The A party seeking indemnification under this Agreement ("Indemnified Party") will give the party required to provide such indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “"Indemnifying Party”), ") prompt notice of any such Claim promptly after Claim, and thereafter, provided that the Indemnifying Party acknowledges in writing to the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced therebyobligated to indemnify the Indemnified Party against such Claim, the Indemnifying Party will be permitted to undertake the defense thereof by representatives chosen by it. The failure to provide any such notice shall not excuse the Indemnifying Party from its obligations hereunder, provided that the Claim shall be reduced by any loss to the Indemnifying Party resulting from such failure to provide notice. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from Claim, fails to acknowledge in writing its obligation to indemnify the Indemnified Party shall fail with respect to defendsuch Claim or fails to diligently prosecute or settle such Claim, the Indemnified Party (upon further written notice to the Indemnifying Party) shall will have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Party, subject to the right of the Indemnifying Party to assume participate at its expense in the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (dc) Anything in this Section 8.5 11.05 to the contrary notwithstanding, contrary (i) if there is a reasonable probability that a Claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in defend, and with the defenseconsent of the Indemnifying Party, to compromise or settlement of the settle such Claim, ; and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consent, its successors and assigns settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party Party, of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller the Seller, the Company and Buyer hereunder the Purchaser, with respect to their respective indemnities pursuant to this Section 8, Claims resulting from any claim or other the assertion of liability by third parties (hereinafter called collectively, “Claims”)parties, shall be subject to the following terms and conditions: (a1) The party hereto seeking indemnification (the “Indemnified Party”"Indemnitee") must will give the other party or parties, as the case may be hereto (the “Indemnifying Party”), "Indemnitor") notice of any such Claim reasonably promptly after the Indemnified Party Indemnitee receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve and the Indemnifying Party of its obligations under this Section 8 except to Indemnitor will undertake the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, defense thereof by counsel or other representatives of its own choosing, the defense of such Claim. (c2) In the event that the Indemnifying Party shall elect not to undertake such defenseIndemnitor, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party Indemnitee will (upon further giving written notice to the Indemnifying PartyIndemnitor) shall have the right right, but not the obligation, to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Indemnitor, subject to the right of the Indemnifying Party Indemnitor to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d3) Anything in this Section 8.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party Indemnitee other than as a result of money damages or other money payments, (i) the Indemnified Party Indemnitee shall have the right, at its own cost and expense, right to participate in the defensedefend, compromise or settlement settle such Claim, in good faith, on behalf of and for the account and risk of the ClaimIndemnitor. However, (ii) the Indemnifying Party Indemnitee shall not, without the Indemnified Party’s Indemnitor's written consent, settle or compromise any Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) other than liability specified in the event that settlement, from the Indemnifying Party undertakes defense of any Claimclaimant or plaintiff to the Indemnitor and the Indemnitee. To the greatest extent reasonably possible, the Indemnified Party, by counsel parties shall attempt to obtain general releases from such plaintiff or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claimclaimant.

Conditions of Indemnification. The obligations and liabilities of Seller the Stockholder and the Buyer hereunder with respect to their respective indemnities pursuant to this Section 8ARTICLE 11, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), Third Party Claim shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”), "INDEMNIFYING PARTY") notice of any such Third Party Claim promptly after which is asserted against, resulting to, imposed upon or incurred by the Indemnified Party receives notice and which may give rise to liability of the Indemnifying Party pursuant to this ARTICLE 11, stating (to the extent known or reasonably anticipated) the nature and basis of such Third Party Claim and the amount thereof; provided, however, PROVIDED that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual material damage by reason of such failure. (b) The Subject to SECTION 11.05(C) below, the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimThird Party Claim at the Indemnifying Party's risk and expense. (c) In the event that (i) the Indemnifying Party shall elect not to undertake such defense, or (ii) within a reasonable time after notice of any such Claim from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to defendundertake to defend such Third Party Claim, (iii) there is a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, or (iv) there is a reasonable probability that the amount of Losses asserted under such Third Party Claim may exceed the Indemnifying Party's obligations under this ARTICLE 11, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party; PROVIDED, HOWEVER, that if the Indemnified Party undertakes defense of such Third Party Claim under clause (subject to iv) above, the right of Indemnified Party shall not, without the Indemnifying Party's written consent (which consent shall not be unreasonably withheld), settle such Third Party Claim if the Indemnifying Party to assume will be responsible for any amounts under such settlement. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this SECTION 11.05(C), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such Claim at any time prior to settlementdefense, compromise or final determination thereof)settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 SECTION 11.05 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, Third Party Claim in form and substance satisfactory to the Indemnified Party; (iiiii) in the event that the Indemnifying Party undertakes defense of any such Third Party Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with participate in the Indemnifying Party defense, compromise or settlement thereof and each party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with the other party and its counsel and representatives in connection therewith; and (iii) in the event that the Indemnifying Party undertakes defense of such Third Party Claim, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Third Party Claim and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith. (e) With respect to the indemnification obligations set forth in Section 11.04 regarding Environmental Costs which become Shared Environmental Costs, the Parties shall cooperate to effectuate the successful completion of remediation or corrective action in compliance with Environmental Laws. The Buyer shall control and lead all such Claimremediation or corrective actions which give rise to Shared Environmental Costs. Upon discovery of any condition it reasonably believes will require remediation or corrective action giving rise to Shared Environmental Costs, Buyer shall promptly notify and afford Stockholder an opportunity to review and approve its proposed remediation or corrective actions, which Stockholder approval shall not be unreasonably withheld.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 815, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party Party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be Party (the “Indemnifying Party”), ) notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall notify the Indemnifying Party will not relieve the Indemnifying Party of its obligations under this Section 8 any liability that it may have to the Indemnified Party except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced therebyby the Indemnified Party’s failure to give such notice. Any notice of a Claim shall be accompanied by evidence demonstrating the Indemnified Party’s right or possible right to indemnification, including copies of supporting documents relevant thereto. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time ten (10) business days after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything Notwithstanding anything in this Section 8.5 15.4 to the contrary notwithstanding, contrary: (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) then the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, ; (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, ; and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim. (e) After the Closing, the rights of the Parties under this Section 15 shall be the sole and exclusive remedy of the Parties for the matters described in Sections 15.2 and 15.3; provided however, that the foregoing limitation shall not apply to fraud.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer of Purchaser hereunder with respect to their respective indemnities pursuant to this Section 86.2, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (ai) The party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (bii) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party’s risk and expense; provided, however, that as a condition to the exercise of such right to undertake defense of such Losses, the Indemnifying Party shall, as between the Indemnifying Party and the Indemnified Party, assume the liability for such Losses, without regard to the limitations set forth in Section 6.2(c)(ii) or Section 6.2(c)(v), as applicable. (ciii) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (div) Anything Notwithstanding anything contained in this Section 8.5 6.2(d) to the contrary notwithstandingcontrary, (a) if there is a reasonable probability that a Claim may materially and adversely affect any third party alleges the Indemnified Party right to or seeks any remedy other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own the cost and expenseexpense of the Indemnifying Party, to participate in and direct the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance reasonably satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Losses, (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) of this Section 6.2(d)(iv) above) of such Loss with counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party. (v) In the event that an Indemnified Party has a good faith basis for a claim for indemnification which does not involve a claim against it by a third party (a “Direct Claim”), the Indemnified Party shall notify the Indemnifying Party in writing of such Direct Claim with reasonable promptness, specifying, to the extent known, the nature, circumstances and amount of such Direct Claim, including with particularity the specific representation and warranty or covenant and agreement alleged to have been breached; provided, that the failure to give such notice shall not affect the rights of the Indemnified Party hereunder except to the extent that the Indemnifying Party shall have suffered actual damage by reason of such failure. If the Indemnifying Party notifies the Indemnified Party that it disputes an Indemnified Party’s right of indemnification with respect to a particular Direct Claim, the parties shall use their reasonable efforts to negotiate a resolution of such dispute promptly. Except to the extent of the limitations on indemnification set forth in this Section 6.2, nothing in this Section 6.2(d)(v) shall be deemed to prevent any Indemnified Party from initiating litigation under this Agreement with respect to any Direct Claim disputed by the Indemnifying Party for the purpose of establishing the Indemnified Party’s right to indemnification hereunder.

Conditions of Indemnification. The Subject to the provisions of Section 10.4, the obligations and liabilities of Seller Seller, in the case of Section 10.2(a), and Buyer hereunder the Purchaser, in the case of Section 10.2(b), with respect to their respective indemnities pursuant to this Section 8, resulting from any claim claims made by or other assertion of liability by against third parties (hereinafter called collectively, “"Third Party Claims”), ") shall be subject to the following terms and conditions: (a) The party seeking indemnification person to whom such Third Party Claim relates (the “"Indemnified Party”") must will give the other party or parties, as the case may be from which indemnity is sought hereunder (the “"Indemnifying Party”), ") prompt notice of such Third Party Claim, (which notice in any such Claim promptly after event shall be given to the Indemnifying Party within 10 days of the Indemnified Party receives notice thereoffirst becoming aware of the facts and circumstances that form the basis of such Third Party Claim), and the Indemnifying Party will (except as otherwise contemplated by the proviso to Section 10.3(b) hereof) assume the defense thereof by representatives chosen by it; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Indemnified Party is prejudiced therebyshall be entitled (but not required) to participate in such action and to employ counsel at its own expense to assist in the handling of such Third Party Claim. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from Third Party Claim, fails to assume the defense thereof, the Indemnified Party shall fail to defend, the Indemnified Party (upon further written a subsequent 10 days' notice to the Indemnifying Party) shall have the right to undertake the defensedefense or, with the consent of the Indemnifying Party, to undertake a compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Third Party Claim on behalf of and for the account and risk of the Indemnifying Party (Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to the settlement, compromise or final determination thereof). The Indemnifying Party shall not be liable for any compromise or settlement of a Third Party Claim effected without its written consent, which consent shall not be unreasonably withheld or delayed. During any period when the Indemnifying Party is contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay, compromise or settle such Third Party Claim without the Indemnifying Party's consent; provided, that the Indemnified Party may nonetheless pay, compromise or settle such Third Party Claim without such consent during such period, in which event it shall, automatically and without any further action on its part, waive any right (whether or not pursuant to this Agreement) to indemnity in respect of all losses, liabilities, damages or expenses relating to such Third Party Claim. (dc) Anything in this Section 8.5 10.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, (ii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party’s written consentParty (which consent shall not be unreasonably withheld or delayed), settle or compromise any Third Party Claim or consent to the entry of any judgment which settlement, compromise or consent imposes any future obligation on the Indemnified Party or which does not include as an unconditional term thereof the giving by the claimant or the and/or plaintiff to the Indemnified Party of a release from all liability liabilities in respect of such Third Party Claim. (d) The Indemnified Party shall, and (iii) in the event that shall cause its affiliates to, provide the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, with such assistance (without charge) as may reasonably be requested by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel in connection with any indemnification or other representatives concerning such Claim and defense provided for herein, including, without limitation, providing the Indemnifying Party with such information, documents and records and reasonable access to the services of and consultations with such personnel of the Indemnified Party and their respective counsel or other representatives its affiliates as the Indemnifying Party shall cooperate reasonably deem necessary (provided that such access shall not unreasonably interfere with respect to the performance of the duties performed by or responsibilities of such Claimpersonnel).

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder the parties with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claimclaim. (c) In the event that the Indemnifying Party shall elect not to undertake such defensedefense or, or within a reasonable time after notice of any such Claim from the Indemnified Party Party, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Indemnified Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 8 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Claim, ; (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, ; and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Claim, and the Indemnifying Party and the Indemnified Party and their respective representative counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 812, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying - 43 - 52 Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) above) of such Loss with counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party.

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)ARTICLE 12, shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice specifying in reasonable detail the nature of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyParty's defense shall have been materially impaired. (b) The Indemnifying Party shall have the right right, absent a conflict of interest, to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim under SECTION 12.4(B) hereof at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 SECTION 12.4 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, which shall not be unreasonably withheld, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iii) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (iv) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith. (e) No claim for indemnification shall be made by either Indemnified Party unless the aggregate losses of such Indemnified Party exceed Twenty-Five Thousand Dollars ($25,000) (the "Threshold Amount"), whereupon, the Indemnified Party shall be entitled to indemnification hereunder by the Indemnifying Party for any such aggregate losses in excess of the Threshold Amount. Notwithstanding any other provision of this Agreement, the maximum liability that any Indemnifying Party shall have for indemnification claims hereunder shall not exceed Sixteen Million Seven Hundred Fifty Thousand Dollars ($16,750,000) in the aggregate.

Conditions of Indemnification. The obligations and liabilities of Seller the Shareholders and Buyer MTLM hereunder with respect to their respective indemnities pursuant to this Section 8, ARTICLE VIII resulting from any claim or other assertion of liability liabilities by third parties (hereinafter called collectively, “collectively "Claims”"), shall be subject to the following terms and conditions: (a) The the party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly 20 days after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby.; (b) The the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.; provided, however, if a Claim is made against MTLM which exceeds the value of the Indemnification Security at such time, MTLM shall have the right to control the defense of the Claim; (c) In in the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; (d) Anything anything in this Section 8.5 SECTION 8.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (iA) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, (iiB) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment judgement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iiiC) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 12, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”"INDEMNIFYING PARTY"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party's risk and expense; provided, however, that as a condition to the exercise of such right to undertake defense of such Losses, the Indemnifying Party shall, as between the Indemnifying Party and the Indemnified Party, assume the liability for such Losses, without regard to the limitations set forth in Section 12.4.2. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim may materially and adversely affect any third party alleges the Indemnified Party right to or seeks any remedy other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own the cost and expenseexpense of the Indemnifying Party, to participate in and direct the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance reasonably satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.Losses, (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b)

Conditions of Indemnification. The obligations and liabilities of Seller Sellers and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 8Article 12, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “Indemnified Party”"INDEMNIFIED PARTY") must give the other party or parties, as the case may be (the “Indemnifying Party”"INDEMNIFYING PARTY"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party's risk and expense; provided, however, that as a condition to the exercise of such right to undertake defense of such Losses, the Indemnifying Party shall, as between the Indemnifying Party and the Indemnified Party, assume the liability for such Losses, without regard to the limitations set forth in Section 12.4.3. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim may materially and adversely affect any third party alleges the Indemnified Party right to or seeks any remedy other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own the cost and expenseexpense of the Indemnifying Party, to participate in and direct the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) above) of such Loss with counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party.

Conditions of Indemnification. The obligations and liabilities of Seller Mark ▇▇ ▇▇▇er Section 11.3 hereof and the obligations and liabilities of the Buyer hereunder and the Company under Section 11.4 hereof with respect to their respective indemnities pursuant Claims relating to this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The A party seeking indemnification under this Agreement ("Indemnified Party") will give the party required to provide such indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “"Indemnifying Party”), ") prompt notice of any such Claim promptly after the Indemnified Party receives notice thereof; providedClaim, however, that failure to give such notice promptly shall not relieve and thereafter the Indemnifying Party of its obligations under this Section 8 except will undertake the defense thereof by representatives chosen by it (which counsel shall be reasonably acceptable to the extent that the Indemnifying Party is prejudiced therebyIndemnified Parties). (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable reason able time after notice of any such Claim from the Indemnified Party shall fail Claim, fails to defenddefend such Claim, the Indemnified Party (will, upon further written notice to the Indemnifying Party) shall , have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (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). (dc) Anything in this Section 8.5 11.6 to the contrary notwithstanding, : (i) if there is a reasonable probability that a Claim may materially and adversely affect the an Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in defend, and with the defenseconsent of the Indemnifying Party, to compromise or settlement of the settle such Claim, ; and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consent, its successors and assigns settle or compromise any Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.claimant

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 812.5, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 8.5 12.5 to the contrary notwithstanding, notwithstanding (a) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses,(d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith, (e) in the event of a dispute arising under Section 12.2(e), or 12.3 (e) Buyer and Seller agree to submit the dispute for resolution to a consultant with expertise in environmental sciences selected jointly by Buyer and Seller. To assist in his/her deliberations, the consultant may review existing data and written materials submitted by the parties, if he/she so determines, and (f) Buyer agrees that it shall not conduct invasive environmental sampling or testing, except as required by Environmental Law, by an order or mandate of a Governmental Authority or as necessary to respond to an emergency situation, unless it has provided Sellers with advance notice of such action in writing, which notice will include an explanation of the reasonable basis for such sampling or testing. Seller shall not indemnify Buyer until and unless it is notified in advance of such sampling or testing activities.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder Buyer, as the case may be, under Sections 8.1 and 8.2 (herein referred to as the "Indemnifying Party"), with respect to their respective indemnities pursuant to this Section 8, resulting from any claim or other assertion of liability Claims made by third parties (hereinafter called collectively, “Claims”), shall be subject to the following terms and conditions: (a) The party seeking indemnification Person to whom such Claim relates (the “"Indemnified Party”") must will give the other party or parties, as the case may be (the “Indemnifying Party”), Party prompt notice of any such Claim promptly after Claim, whether threatened or pending, and the Indemnified Indemnifying Party receives notice thereof; provided, however, that will assume the defence thereof by representatives chosen by it. Any failure to give such notice promptly shall will not relieve waive the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 except to the extent that the rights of the Indemnifying Party is prejudiced therebyare actually prejudiced. (b) Provided the Indemnifying Party assumes the defence as provided in Section 8.3(a): (i) The Indemnified Party shall not make any admission of liability, agreement or compromise in respect of such Claim without prior consultation with and the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) to the extent that such admission of liability, agreement or compromise would prevent the Indemnifying Party from defending its interests. If no reply is received from the Indemnifying Party within thirty (30) Days of a written notification made to it by the Indemnified Party that it wishes to admit liability, agree or compromise, the Indemnifying Party shall be deemed to have consented to the right course of action taken. If on the other hand within the period of thirty (30) Days the Indemnifying Party states in writing that it does not consent to undertakethe intended course of action, by counsel it shall set out the reasons for this, as well as the course of action which should be followed in respect of any proposed admission of liability, compromise or other representatives of agreement with respect to the Claim. (ii) The Indemnified Party shall take and cause its own choosingAffiliates to take all such commercially reasonable steps or proceedings as the Indemnifying Party may reasonably consider necessary to avoid, resist, defend, appeal or compromise any Claim, provided that the defense of Indemnifying Party bears all the fees, costs and expenses in such Claimconnection. (c) In the event that If the Indemnifying Party shall elect not to undertake such defenseParty, or within a reasonable time after notice of any such Claim from Claim, fails to assume the Indemnified Party shall fail to defenddefence thereof, the Indemnified Party or any of its Affiliates shall (upon further written notice to the Indemnifying Party) shall have the right to undertake the defensedefence, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, Claim on behalf of and for the account and risk of the Indemnifying Party (Party, subject to the right of the Indemnifying Party to assume defense the defence of such Claim at any time prior to the settlement, compromise or final determination thereof). (d) Anything in this Section 8.5 8.3 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim may materially and adversely Adversely affect the Indemnified Party or any of its Affiliates other than as a result of money damages or other money payments, (i) the Indemnified Party or such Affiliate shall have the rightright to defend, at its own cost and expense, and to participate in the defense, compromise or settlement settle such Claim with the consent of the Claim, Indemnifying Party and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party’s written consentParty (which shall not be unreasonably withheld or delayed), settle or compromise any Claim or consent to the entry of any judgment which does not include unless the settlement, compromise or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of or such Affiliate, or both, a release from all liability in respect of such Claim. (e) Upon the determination of the liability under this Section 8.3, and (iii) in the event that the Indemnifying Party undertakes defense shall pay to the Indemnified Party within ten (10) Days after such determination, the amount of any Claim for indemnification made hereunder. Upon the payment in full of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and shall be subrogated to the Indemnifying Party and rights of the Indemnified Party and their respective counsel against any Person or other representatives shall cooperate Authority with respect to the subject matter of such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 812, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1 The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2 The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3 In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice from the - 47 - Indemnified Party of any such Claim from the Indemnified Party Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4 Anything in this Section 8.5 12.5 to the contrary notwithstanding, (i) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (ii) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iii) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (iv) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer hereunder the Parties with respect to their respective the indemnities pursuant to provided in this Section 8, Article XI resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “"Claims”"), shall be subject to the following terms and conditions: (a) The party APCOA Indemnitee or Standard Owner Indemnitee seeking indemnification (the “"Indemnified Party”") must shall give the other party relevant indemnitor or parties, as the case may be indemnitors (the “"Indemnifying Party”), ") written notice of any such Claim promptly after within the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this time period provided in Section 8 except to the extent that the Indemnifying Party is prejudiced thereby11.4. (b) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim. (c) In the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof)Party. (d) Anything in this Section 8.5 11.5 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, : (i) the an Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the any Claim, ; (ii) the an Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment which includes any non-monetary performance as a term thereof and which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, and ; and (iii) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and of Buyer hereunder with respect to their respective indemnities pursuant to this Section 812, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)Losses, shall be subject to the following terms and conditions: (a) 12.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 12.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 12.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereofthereof (with counsel reasonably acceptable to the Indemnified Party)). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 12.5.4. Anything in this Section 8.5 12.5 to the contrary notwithstanding, (a) if there is a reasonable probability that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified party shall reasonably request in connection therewith, and (e) in the event that both the Indemnified Party and the Indemnifying Party are parties (directly or through interpleader) to any Losses giving rise to indemnification hereunder and the Indemnified Party is advised by counsel that there is or may be a conflict of interest in the representation of both the Indemnified Party and the Indemnifying Party by one firm of counsel, the Indemnified Party shall be entitled to assume, at the sole cost and expense of the Indemnifying Party, the defense, compromise and settlement (subject to clause (b) above) of such Loss with counsel (in addition to local counsel) reasonably satisfactory to the Indemnifying Party.

Conditions of Indemnification. The obligations and liabilities of Seller the Shareholder and Buyer the Purchaser hereunder with respect to their respective indemnities pursuant to this Section 8, Article VIII resulting from any claim or other assertion of liability liabilities by third parties (hereinafter called collectively, “collectively "Claims”"), shall be subject to the following terms and conditions: (a) The the party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim promptly 20 days after the Indemnified Party receives notice thereof; provided, however, that failure to give such notice promptly shall not relieve the Indemnifying Party of its obligations under this Section 8 except to the extent that the Indemnifying Party is prejudiced thereby.; (b) The the Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such Claim.; provided, however, if a Claim is made against the Purchaser which exceeds the value of the Indemnification at such time, the Purchaser shall have the right to control the defense of the Claim; (c) In in the event that the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of any such Claim from the Indemnified Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim at any time prior to settlement, compromise or final determination thereof).; (d) Anything anything in this Section 8.5 8.3 to the contrary notwithstanding, if there is a reasonable probability that a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, : (iA) the Indemnified Party shall have the right, at its own cost and expense, to have its own counsel to protect its own interests and participate in the defense, compromise or settlement of the Claim, ; (iiB) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim or consent to entry of any judgment judgement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Claim, ; and (iiiC) in the event that the Indemnifying Party undertakes defense of any Claim, the Indemnified Party, by counsel or other representative representatives of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Claim, and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.

Conditions of Indemnification. The obligations and liabilities of Seller and Buyer the parties hereunder with respect to their respective indemnities pursuant to this Section 8Article 10, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”)---------- Losses, shall be subject to the following terms and conditions: (a) 10.5.1. The party seeking indemnification (the “"Indemnified Party”") must give the other party or parties, as the case may be (the “"Indemnifying Party”"), notice of any such Claim Losses promptly after the Indemnified Party receives notice thereof; provided, however, provided that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (b) 10.5.2. The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosing, the defense of such ClaimLosses at the Indemnifying Party's risk and expense. (c) 10.5.3. In the event that the Indemnifying Party shall elect not to undertake such defense, or or, within a reasonable time after notice of any such Claim from the Indemnified Party of any such Losses, shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimLosses, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party (subject to the right of the Indemnifying Party to assume defense of such Claim Losses at any time prior to settlement, compromise or final determination thereof). In such event, the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) 10.5.4. Anything in this Section 8.5 10.5 to the contrary ------------ notwithstanding, (a) if there is a reasonable probability possibility that a Claim Losses may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the ClaimLosses, (iib) the Indemnifying Party shall not, without the Indemnified Party’s 's written consent, settle or compromise any Claim Losses or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimLosses in form and substance satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes defense of any ClaimLosses, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Losses and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such ClaimLosses and (d) in the event that the Indemnifying Party undertakes defense of any Losses, the Indemnifying Party shall have an obligation to keep the Indemnified Party informed of the status of the defense of such Losses and furnish the Indemnified Party with all documents, instruments and information that the Indemnified Party shall reasonably request in connection therewith.

Conditions of Indemnification. The obligations and liabilities of Seller each Purchaser and Buyer hereunder with respect to their respective indemnities pursuant to of the Company under this Section 8, resulting from any claim or other assertion of liability by third parties (hereinafter called collectively, “Claims”), 7 shall be subject to the following terms and conditions: (ai) The party seeking indemnification (the “Indemnified Party”) must give the other party or parties, as the case may be (the “Indemnifying Party”), ) notice of any such Claim Indemnified Liabilities promptly after the Indemnified Party receives notice thereof; provided, however, that the failure to give such notice promptly shall not relieve affect the Indemnifying rights of the Indemnified Party of its obligations under this Section 8 hereunder except to the extent that the Indemnifying Party is prejudiced therebyshall have suffered actual damage by reason of such failure. (bii) The Indemnifying Party shall have the right to undertake, by counsel or other representatives of its own choosingchoosing (reasonably acceptable to the Indemnified Party), the defense of such Claim. Indemnified Liabilities at the Indemnifying Party’s risk and expense (c) without reservation of rights and without any limitations contained therein), except as provided in this Agreement. In the event that either (A) with respect to any third party claim which could result in Indemnified Liabilities (a “Third Party Claim”), such Indemnified Liabilities are reasonably expected to exceed the Indemnifying Party shall elect not to undertake such defenseParty’s obligations hereunder therefor, or or, (B) within a reasonable time after notice from the Indemnified Party of any such Claim from Indemnified Liabilities, the Indemnified Indemnifying Party shall fail to defend, the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such ClaimIndemnified Liabilities, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense of a Third Party Claim pursuant to this subparagraph (subject to the right of ii), the Indemnifying Party shall pay to assume defense of the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such Claim at any time prior to settlementdefense, compromise or final determination thereof)settlement as and when such costs and expenses are so incurred. (diii) Anything in this Section 8.5 paragraph 7D to the contrary notwithstanding, in connection with any Third Party Claim, (a) if there is a reasonable probability that a Claim may materially and adversely affect any third party claimant alleges the Indemnified Party right to or seeks any remedy other than as a result of money damages or other money payments, (i) the Indemnified Party shall have the right, at its own cost and expense, to participate in and direct the defense, compromise or settlement of the Claimsuch proceeding, (iib) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim Indemnified Liabilities or consent to entry of any judgment which does not include as an unconditional term thereof the giving receipt by the Indemnified Party from the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such ClaimIndemnified Liabilities in form and substance reasonably satisfactory to the Indemnified Party, and (iiic) in the event that the Indemnifying Party undertakes the defense of any ClaimIndemnified Liabilities, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to consult with the Indemnifying Party and its counsel or other representatives concerning such Claim Indemnified Liabilities and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such Claim.Indemnified Liabilities,