Common use of Indemnification Procedures for Third Party Claims Clause in Contracts

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. (i) If a claim by a third party commences a lawsuit or arbitration (including claims for breaches of fiduciary dutiesa "Third-Party Claim") is made against an any Person (the "Indemnified Party") with respect to any matter that the Indemnified Party and such might make a claim for indemnification against any party (the "Indemnifying Party") under this Section 9, then the Indemnified Party intends to seek indemnity must notify the Indemnifying Party thereof in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect thereto from to the Company (in Third-Party Claim; provided, however, that any failure to notify the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall deliver copies will not relieve such the Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (ii) Upon receipt of the position of such Indemnifying Party. Upon such notificationnotice described in Section 9(c)(i), the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall will have the right to retain its own defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (including local counsel), but the fees and expenses A) within ten (10) days after receipt of such counsel shall be at notice, the expense of such Indemnifying Party notifies the Indemnified Party unless in writing that the Indemnifying Party will, subject to the limitations of this Section 9, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur arising out of, relating to or in connection with the Third-Party Claim, (iB) the Indemnifying Party shall provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have failed the financial resources to promptly assume defend against the Third-Party Claim and thereafter conduct such defensefulfill its indemnification obligations hereunder, (iiC) the Indemnifying Party and is not a party to the applicable proceeding or the Indemnified Party shall have mutually agreed to the contraryhas determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iiiD) in the reasonable determination of counsel for Third-Party Claim does not involve, and is not likely to involve, any claim by any governmental body or authority, (E) the Indemnified PartyThird-Party Claim involves only money damages and does not seek an injunction or other equitable relief, representation of such Indemnified (F) settlement of, or an adverse judgment with respect to, the Third-Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying PartyClaim is not, in the defense of a third-party claim, shall, except with the consent good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (G) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (H) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (iii) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 9(c)(ii), (A) the Indemnifying Party will not be responsible for any attorneys' fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys' fees incurred prior to the Indemnifying Party's assumption of the defense pursuant to Section 9(c)(ii)) and (B) neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does with respect to the Third-Party Claim without the prior written consent of the other party, which consent will not include as an unconditional term thereof be withheld unreasonably. (iv) If any condition in Section 9(c)(ii) is or becomes unsatisfied, (A) the giving by the claimant or plaintiff to such Indemnified Party may defend against, and consent to the entry of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any judgment or enter into any settlement of with respect to, the Third-Party Claim in any Proceeding effected without its written manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintifffrom, the Indemnifying Party shall indemnify in connection therewith), (B) the Indemnifying Party will reimburse the Indemnified Party from promptly and periodically (but no less often than monthly) for the costs of defending against any Loss by reason of such settlement or judgment. The the Third-Party Claim, including attorneys' fees and expenses, and (C) the Indemnifying Party will advance expenses to an remain responsible for any Losses the Indemnified Party as reasonably incurred so long as such indemnified party shall have may incur relating to or arising out of the Third-Party Claim to the fullest extent provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)in this Section 9.

Indemnification Procedures for Third Party Claims. If a claim (a) Upon obtaining knowledge of any Claim by a third party (including claims which has given rise to, or is expected to give rise to, a claim for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from indemnification hereunder, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in writing reasonable detail such information as promptly as reasonably practicable the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderto indemnify and hold the Indemnified Party harmless, but failure except to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability the extent that it may have on account of this Article VI, so long as such failure or delay shall not have materially prejudiced actually adversely affected the position of such Indemnifying Party. Upon such notification’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party entitled to indemnification hereunder. (b) If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 8.1 hereof is a claim or demand asserted by a third party, the Indemnifying Party shall assume have fifteen (15) days after the date on which Notice of Claim is given to notify Indemnified Party in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such Proceeding brought by a third partyparty claim or demand and shall otherwise cooperate with, andand assist the Indemnifying Party in the defense of, after such assumptionthird party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceedingthird party claim or demand, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel (including local counsel)to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, but then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) counsel. If the Indemnifying Party shall have failed does not elect to promptly assume and thereafter conduct defend such defensethird party claim or demand or do not defend such third party claim or demand in good faith, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnifying Party’s expense, to defend such third party claim or demand; provided, however, that (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by shall not have any obligation to participate in the Indemnifying Party would be inappropriate due to actual defense of, or potential conflicting interests between defend, any such third party claim or demand; (ii) such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, ’s defense of or its participation in the defense of a third-any such third party claim, shall, except with claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article VII; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified Indemnifying Party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. delayed. (c) The Indemnifying Party will advance expenses and the other Indemnified Parties, if any, shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided this Article VIII, including, but not limited to, by providing the indemnifying other party with a written undertaking reasonable access to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder employees and officers (which shall include breaches of fiduciary duty if permitted above)including as witnesses) and other information.

Indemnification Procedures for Third Party Claims. If In any case where a claim by Person shall seek indemnification under this Agreement (the "Indemnified Party"), for a third party claim, suit or proceeding (including claims for breaches of fiduciary duties) is made against an a "Third Party Claim"), the Indemnified Party and such Indemnified Party intends to seek indemnity shall comply with respect thereto from the Company following procedures: (in the case of a Purchaser Indemnified Party seeking such indemnitya) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such The Indemnified Party shall give prompt written notice in writing as promptly as reasonably practicable to such Indemnifying Party ("Notice") of any Proceeding commenced against or by it in respect Third Party Claim to the party from whom such indemnification is sought (the "Indemnifying Party"), specifying the amount and nature of which indemnity may be sought hereundersuch Third Party Claim. (b) Provided that prompt Notice is given, but unless the failure to so notify give such Indemnifying Party shall Notice does not relieve such Indemnifying Party from any liability that it may have on account prejudice the interests of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume promptly defend, contest, and protect the Indemnified Party against such Third Party Claim, at its own expense and using counsel of its own choosing, which shall be reasonably satisfactory to the Indemnified Party. (c) The Indemnified Party may, but shall not be obligated to, participate in the defense of such Proceeding brought by a third partyThird Party Claim at its own expense and using counsel of its own choosing, and, after such assumption, but the Indemnifying Party shall be entitled to control the defense thereof unless the Indemnified Party shall not relieve the Indemnifying Party from all liability for such Third Party Claim. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party reasonably may request in connection with the Indemnifying Party's defense and shall be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) recover from the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination costs of counsel for the Indemnified Party, representation of providing such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claimassistance. The Indemnifying Party shall not be liable for any settlement inform the Indemnified Party on a regular basis, and at the Indemnified Party's request, of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by the status of such Third Party Claim and the Indemnifying Party), but if settled with such consent or if there be final judgment for 's defense thereof. (d) If the plaintiffIndemnifying Party shall control the defense of a Third Party Claim, the Indemnifying Party shall indemnify not compromise or settle such Third Party Claim without the Indemnified Party's prior written consent, if: (i) such compromise or settlement would impose an injunction or other equitable relief upon the Indemnified Party; or (ii) such compromise or settlement does not include the unconditional release of the Indemnified Party from and against any Loss by reason of all liability arising from or relating to such settlement or judgment. The Third Party Claim. (e) If the Indemnifying Party will advance expenses fails promptly to an defend, contest, or otherwise protect against such Third Party Claim, the Indemnified Party as reasonably incurred so long as may, but shall not be obligated to, defend, contest, or otherwise protect itself against the same, and make any compromise or settlement thereof in its sole discretion, and recover from the Indemnifying Party all Losses of the Indemnified Party arising from or relating to such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)compromise or settlement.

Indemnification Procedures for Third Party Claims. If a claim by In any case where the person seeking indemnification under this Agreement (herein referred to as the “Indemnified Party”) seeks indemnification for a third party claim, suit or proceeding (including claims for breaches of fiduciary dutiesherein referred to as a “Third Party Claim”), such indemnification will be conditioned on such Indemnified Party’s compliance with the following procedures: (i) is made against an The Indemnified Party and such Indemnified Party intends will give prompt written notice to seek indemnity with respect thereto the person from the Company whom indemnification is sought (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, herein referred to as the case may be, in such capacity, an “Indemnifying Party”) of each claim for indemnification under this Agreement, specifying the amount and nature of the claim (herein referred to as a “Notice of Claim”). Provided that such Notice of Claim is given (unless the failure to provide such Notice of Claim does not prejudice the interests of the Indemnifying Party), such Indemnified and the Indemnifying Party shall give notice has not contested in writing the Indemnified Party’s right to indemnification as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderset forth below, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party, at its own expense and using counsel of its own choosing, will promptly defend, contest and otherwise protect against any such claim, suit or proceeding. Upon such notificationIf within a reasonable time period following the receipt of a Notice of Claim, the Indemnifying Party shall assume contests in writing the defense Indemnified Party’s right to indemnification with respect to the Third Party Claim described in the Notice of such Proceeding brought by a third party, and, after such assumptionClaim, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with will defend against and contest such Proceeding, except as described below. In any such Proceeding, any Indemnified Third Party shall have the right to retain its own counsel Claim. (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (iii) If the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defenseis defending against the Third Party Claim, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrarymay, (iii) in the reasonable determination of counsel for the Indemnified Partybut will not be obligated to, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-party claimany such Third Party Claim, shallsuit or proceeding, except with the consent at its own expense and using counsel of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party)own choosing, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify will be entitled to control the defense thereof unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter. The Indemnified Party will cooperate and against any Loss by reason provide such assistance as the Indemnifying Party reasonably may request in connection with the Indemnifying Party’s defense and will be entitled to recover from the Indemnifying Party the reasonable costs of providing such settlement or judgmentassistance. The Indemnifying Party will advance expenses to an inform the Indemnified Party as reasonably incurred so long as on a regular basis of the status of such indemnified party shall have provided claim, suit or proceeding and the indemnifying party with a Indemnifying Party’s defense thereof. (iii) In any Third Party Claim the defense of which is controlled by the Indemnifying Party, the Indemnifying Party will not, without Indemnified Party’s prior written undertaking consent, compromise or settle such claim, suit or proceeding if: (y) such compromise or settlement would impose an injunction or other equitable relief upon the Indemnified Party; or (z) such compromise or settlement does not include the third party’s release of the Indemnified Party from all liability relating to reimburse such claim, suit or proceeding for which the indemnifying party for Indemnified Party is entitled to be indemnified. (iv) If the Indemnifying Party fails to timely defend, contest, or otherwise protect against any such claim, suit, or proceeding, and fails to contest in writing the Indemnified Party’s right to indemnification, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable fees and disbursements of counsel and all amounts so advanced if it is ultimately determined that paid as a result of such claim, suit or proceeding and the indemnified compromise or settlement thereof. (v) The obligation of a party is not entitled to indemnification hereunder (which shall include breaches indemnify the other party’s officers, directors, employees and agents in accordance with this Section 13 may be enforced exclusively by the other party and nothing herein will be construed to grant such officers, directors, employees and agents any individual rights, remedies, obligations or liabilities with respect to the parties. The parties may amend or modify this Agreement in any respect without the consent of fiduciary duty if permitted above)such officers, directors, employees and agents.

Indemnification Procedures for Third Party Claims. If a i) Promptly after notice to an Indemnitee of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such Indemnitee shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party Indemnitee pursuant to this Section, give written notice to the Client, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any Indemnitee to seek indemnity with respect thereto from give such notice shall not relieve the Company (in Client of its obligations hereunder, except to the extent that the Client is actually prejudiced by the failure to give such notice. ii) In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan Indemnitee, the Indemnifying Party shall Client shall, upon notice as provided above, assume the defense of such Proceeding brought by a third partythereof, with counsel reasonably satisfactory to the Indemnitee, and, after such assumptionnotice from the Client to the Indemnitee of its assumption of the defense thereof, the Indemnified Party Client shall not be entitled liable to reimbursement of such Indemnitee for any legal or other expenses thereafter subsequently incurred by it the Indemnitee in connection with the defense thereof (but the Indemnitee shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the Indemnitee as a result of any settlement or compromise thereof that is effected by the Indemnitee (without the written consent of the Client). iii) Anything in this Section 10 notwithstanding, if both the Client and the Indemnitee are named as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such Proceeding, except as described below. In then the Client may decline to assume the defense on behalf of the Indemnitee or the Indemnitee may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given hereunder to the other party, the Client shall be relieved of its obligation to assume the defense on behalf of the Indemnitee, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred by the Indemnitee in such defense. iv) If the Client assumes the defense of any such Proceeding, any Indemnified Party the Indemnitee shall have cooperate fully with the right to retain its own counsel (including local counsel)Client and shall appear and give testimony, but produce documents and other tangible evidence, and otherwise assist the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct Client in conducting such defense. The Client shall not, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with without the consent of the Indemnified PartyIndemnitee, consent to entry of any judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability in respect of such claimclaim or Proceeding. Provided that proper notice is duly given, if the Client shall fail promptly and diligently to assume the defense thereof, then the Indemnitee may respond to, contest and defend against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and recover from the Client the entire cost and expense thereof including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The Indemnifying Party indemnification required hereunder shall not be liable for any settlement made by periodic payments of any Proceeding effected without its written consent (which shall not be unreasonably withheldthe amount thereof during the course of the investigation or defense, delayed as and when bills or conditioned by such Indemnifying Party)invoices are received or loss, but if settled with such consent liability, obligation, damage or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement expense is actually suffered or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)incurred.

Indemnification Procedures for Third Party Claims. If a claim (a) Upon obtaining knowledge of any Claim by a third party (including claims which has given rise to, or is expected to give rise to, a claim for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from indemnification hereunder, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give written notice ("Notice of Claim") of such claim or demand to the Indemnifying Party, specifying in writing reasonable detail such information as promptly as reasonably practicable the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderto indemnify and hold the Indemnified Party harmless, but failure except to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability the extent that it may have on account of this Article VI, so long as such failure or delay shall not have materially prejudiced actually adversely affected the position of such Indemnifying Party. Upon such notification's ability to defend against, settle or satisfy any Claims for which the Indemnified Party entitled to indemnification hereunder. (b) If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 8.1 hereof is a claim or demand asserted by a third party, the Indemnifying Party shall assume have fifteen (15) days after the date on which Notice of Claim is given to notify Indemnified Party in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such Proceeding brought by a third partyparty claim or demand and shall otherwise cooperate with, andand assist the Indemnifying Party in the defense of, after such assumptionthird party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceedingthird party claim or demand, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its participate in the defense of such third party claim or demand, at such Indemnified Party's own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel (including local counsel)to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, but then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) counsel. If the Indemnifying Party shall have failed does not elect to promptly assume and thereafter conduct defend such defensethird party claim or demand or do not defend such third party claim or demand in good faith, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnifying Party's expense, to defend such third party claim or demand; provided, however, that (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by shall not have any obligation to participate in the Indemnifying Party would be inappropriate due to actual defense of, or potential conflicting interests between defend, any such third party claim or demand; (ii) such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, 's defense of or its participation in the defense of a third-any such third party claim, shall, except with claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article VII; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified Indemnifying Party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. delayed. (c) The Indemnifying Party will advance expenses and the other Indemnified Parties, if any, shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or discharge of any claim in respect of which indemnity is sought pursuant to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided this Article VIII, including, but not limited to, by providing the indemnifying other party with a written undertaking reasonable access to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder employees and officers (which shall include breaches of fiduciary duty if permitted above)including as witnesses) and other information.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article X (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.5, the Indemnifying Indemnitor will have twenty (20) days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with this Section 10.5(b), (i) the Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall hold the Indemnitee harmless from and against the full amount of any Losses resulting therefrom (subject to the terms and conditions of this Asset Purchase Agreement); (ii) the attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs incurred by a third party, and, after the Indemnitor in connection with defending such assumption, Third Party Claim shall be payable by such Indemnitor; (iii) the Indemnified Indemnitor shall diligently defend such Third Party Claim; (iv) the Indemnitee shall not be entitled to reimbursement of be indemnified for any costs or expenses thereafter incurred by it the Indemnitee in connection with the defense of such ProceedingThird Party Claim; (v) the Indemnitee shall be entitled to monitor and participate in such defense at its sole expense; (vi) the Indemnitee shall make available to the Indemnitor all books, except records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of its Subsidiaries or other Affiliates and that the Indemnitor considers necessary or desirable for the defense of such Third Party Claim; (vii) the Indemnitee shall execute such documents and take such other actions as described below. In the Indemnitor may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Proceeding, Third Party Claim; (viii) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnitor in the defense of such Third Party Claim; and (ix) the Indemnitee shall not admit any Indemnified liability with respect to such Third Party shall have Claim. (c) The Indemnitor will not be entitled to assume (or in the right to retain its own counsel (including local counselcase of Section 10.5(c)(iv), but to continue to be entitled to assume) the fees and expenses of such counsel shall be at the expense of such Indemnified Third Party unless Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) in the reasonable determination of counsel for Third Party Claim would reasonably be expected to give rise to Losses which are more than the Indemnified Party, representation of such Indemnified Party by counsel obtained amount indemnifiable by the Indemnifying Indemnitor pursuant to this Article X; or (iv) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, Claim. (d) The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) to which the Indemnitor is obligated to furnish indemnification pursuant to this Asset Purchase Agreement; provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability Liability in respect of such claim. The Indemnifying Third Party shall not be liable for Claim, (ii) there is no finding or admission of (A) any settlement violation of Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Proceeding effected without its written Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that, in such event, subject to the following sentence, it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent (which shall not to be unreasonably withheldwithheld or delayed). (e) In the event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the Indemnitor fails or elects not to assume a Third Party Defense which the Indemnitor had the right to assume under this Section 10.5, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for (ii) the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 10.5 or (iii) the Indemnitee and the Indemnitor are both named parties to the Proceedings and the Indemnitee reasonably concludes that the representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between the Indemnitor and the Indemnitee, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (f) Each party to this Asset Purchase Agreement shall use commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary dutiesa) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party An Indemnitee shall give prompt notice in writing as promptly as reasonably practicable to such Indemnifying Party the Indemnitor (or, in the event the Indemnitor is a Member, to the Member Representative) of the assertion of any Proceeding commenced against claim or the commencement of any suit, action or proceeding by it any Third Party (“Third Party Claim”) in respect of which indemnity may be sought hereunder, but pursuant to Section 12.02. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnitee). The failure to so notify such Indemnifying Party any Indemnitor (or, in the event the Indemnitor is a Member, the Member Representative) shall not relieve such Indemnifying Party from any liability that it may have on account Indemnitor of this Article VIits obligations hereunder, so long as except to the extent such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party Indemnitor. (b) The Indemnitor shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of any Third Party Claim, and if the Indemnitor (or, in the event the Indemnitor is a third-party claimMember, shallthe Member Representative), except elects to do so by giving the Indemnitee a Control Notice (if permitted to make such election in accordance with the definition of such term or by Parent’s prior written consent) within thirty (30) days after receipt of written notice of such Third Party Claim (and the other information required pursuant to Section 12.06(a)), then, subject to the other limitations set forth in this Section 12.06, such Indemnitor shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense (in each case, subject to Section 12.06(d)). (c) If the Indemnitor shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 12.06(b), (x) the Indemnitor shall obtain the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent Indemnitee (which shall not be unreasonably withheld, delayed conditioned or conditioned delayed) before entering into any settlement of such Third Party Claim, if such settlement does not release the Indemnitee and its Affiliates from all Liabilities with respect to such Third Party Claim or the settlement requires an admission of fault or imposes injunctive or other equitable relief against the Indemnitee or any of its Affiliates, (y) the Indemnitee shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose (the fees and expenses of such separate counsel shall be paid by the Indemnitee unless (A) such Indemnifying PartyThird Party Claim seeks an order, injunction or other equitable relief against any Indemnitee or any of its Affiliates (other than Holdings or its Subsidiaries), but (B) the Indemnitee is named as a defendant in such Third Party Claim, or (C) the Indemnitee determines with advice of counsel that there may be one or more legal defenses available to Indemnitee that are different from or additional to those available to the Indemnitor or, in the case named as defendants, Holdings or its Subsidiaries, or that a conflict of interest among any of such parties may exist in respect of such Third Party Claim, in which case of clauses (A), (B) or (C), the fees and expenses of such separate counsel shall be paid by the Indemnitor)), and (z) the Indemnitor (or, in the event the Indemnitor is a Member, the Member Representative) shall keep the Indemnitee reasonably apprised (including by reasonably prompt delivery of copies of all filed documentation and reasonable consultation rights) of all material events with respect to such Third Party Claim. Notwithstanding anything to the contrary contained in this Article 12 or in the A&R Holdings LLC Agreement, Section 11.07 shall govern the conduct of any Proceeding with respect to Taxes of an Acquired Entity or any Subsidiary thereof to the extent provided therein and the A&R Holdings LLC Agreement shall govern the conduct of any Proceeding if settled and to the extent so provided in Section 11.07 or if such Proceeding is not otherwise addressed by Section 11.07. (d) If the Indemnitor (or in the event the Indemnitor is a Member, the Member Representative) elects not to assume the defense, settlement, adjustment or compromise of an asserted Liability, fails to timely and properly notify the Indemnitee of his, her or its election as herein provided (including the information required pursuant to Section 12.06) and fails to cure such failure within five (5) days following written notice to such Indemnitor of such failure, or, at any time after assuming such defense, fails to diligently defend against such Third Party Claim in good faith (and fails to cure such failure within twenty (20) days following written notice to such Indemnitor of such failure), fails to reasonably demonstrate that such Indemnitee has access to sufficient resources to pay the amount of any Damages of the Indemnitee in connection with such consent Third Party Claim (as required pursuant to clauses (i)(B) and (ii)(B) respectively of the definition of “Control Notice” herein) or if there be final judgment for the plaintiffIndemnitee is otherwise entitled pursuant to this Agreement to have control over the defense, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason settlement or compromise of such settlement Third Party Claim, then (i) Holdings shall, in the case of any Third Party Claim arising out of, relating to, resulting from, in connection with or judgment. The Indemnifying otherwise in respect of any inaccuracy or breach of any representation or warranty that is subject to the Business Cap pursuant to Section 12.03(a), at Holdings’ expense, pay, defend, settle, adjust or compromise such Third Party will advance Claim and such expenses of Holdings shall be included in the calculation of the Indemnitees’ Damages (as determined in accordance with Section 12.07(c)) in the event such inaccuracy and/or breach has occurred, and (ii) in the case of any other Third Party Claim, Indemnitee may pay, defend, settle, adjust or compromise such Third Party Claim (subject to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a prior written undertaking to reimburse consent of the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder Indemnitor (which shall include breaches not be unreasonably withheld, conditioned or delayed) before entering into any settlement of fiduciary duty if permitted abovesuch Third Party Claim) and such expenses of Indemnitee shall be included in the calculation of the Indemnitees’ Damages payable to the Indemnitee hereunder in the event such inaccuracy, breach and/or other indemnifiable event pursuant Section 12.02 has occurred. If Holdings has assumed the defense of a Third Party Claim in accordance with this Section 12.06(d), then the parties agree that the defense of such claim by Holdings, including all decisions as to the manner in which such Third Party Claim is defended, shall be directed by Indemnitee subject only to (x) the approval of the settlement of such Third Party Claim by Indemnitor in accordance with the immediately preceding sentence of this Section 12.06(d) and (y) any approval rights with respect to such settlement pursuant to Section 4.1(g)(i)(C)(III) of the A&R Holdings LLC Agreement. (e) Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. In addition, the party controlling the defense of any Third Party Claim shall make reasonably available its employees involved in the defense of such third Party Claims on a mutually convenient basis (at reasonable regular intervals) for providing additional information and explanation of any issues, material defense decisions and/or strategies, and reasonably timely updates on the status of any such Proceedings.

Indemnification Procedures for Third Party Claims. If a claim (a) The indemnification procedures described in this section 12.4 shall apply to all Claims made by a third party (including claims "Third Party Claim") with respect to which indemnification is sought by the Vendor and the Purchaser. (b) The Party seeking indemnification shall give prompt written notice of any Third Party Claim to the Indemnifying Party and in any event, shall give such notice within 20 days of becoming aware of any such Third Party Claim, provided that in the event of failure to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Third Party Claim or increased the amount of liability or cost of defence of the Third Party Claim or increased the amount of liability or costs of defence and provided that, notwithstanding anything else herein contained, no Claim for breaches indemnity in respect of fiduciary dutiesthe breach of any representation or warranty contained herein may be made unless notice of such Claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to section 6.2(c). (c) is made against an The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in section 12.4(b) to assume the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this section 12.4 in respect of that claim or demand and provides security in form and substance satisfactory to seek indemnity the Indemnified Party to provide for the full amount of the Third Party Claim. (d) Upon the assumption of control of a Third Party Claim by the Indemnifying Party as set out in section 12.4(c), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole expense, including, without limitation, if necessary, employment of counsel therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the case opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defence of any claim or demand at its own expense. (e) The final determination of a Purchaser Indemnified Third Party seeking such indemnity) Claim pursuant to section 12.4(d), including, without limitation, all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaserinvalidity, as the case may be, in be of such capacity, an “Third Party Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (f) Should the Indemnifying Party shall assume fail to give notice to the defense of such Proceeding brought by a third party, and, after such assumptionIndemnified Party as provided in section 12.4(c), the Indemnified Party shall not be entitled to reimbursement make such settlement of the Third Party Claim as in its sole discretion may appear advisable, and such settlement or any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified other final determination of the Third Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel Claim shall be at binding upon the expense of such Indemnified Indemnifying Party. (g) If a Third Party unless (i) Claim is successfully defended, the indemnity by the Indemnifying Party shall be reduced by any costs recovered that have failed to promptly assume and thereafter conduct such defense, (ii) mitigated the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent loss of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)seeking indemnification.

Indemnification Procedures for Third Party Claims. If In making a claim under this Article X, the party making a claim is referred to as the “Indemnified Party,” and the party against whom such claims are asserted is referred to as the “Indemnifying Party.”. (a) Upon obtaining knowledge of any Claim by a third party (including claims that has given rise to, or is expected to give rise to, a claim for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from indemnification hereunder, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give prompt written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in writing reasonable detail such information as promptly as reasonably practicable the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 10.2 hereof, no failure or delay by an Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderto indemnify and hold the Indemnified Party harmless, but failure except to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability the extent that it may have on account of this Article VI, so long as such failure or delay shall not have actually materially prejudiced adversely affected the position of such Indemnifying Party. Upon such notification’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party is entitled to indemnification hereunder. (b) If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 10.2(a) hereof is a claim or demand asserted by a third party, the Indemnifying Party shall assume have fifteen (15) Business Days after the date on which the Notice of Claim is delivered to notify the Indemnified Party in writing of its election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such Proceeding brought by a third partyparty claim or demand and shall otherwise cooperate with, andand assist the Indemnifying Party in the defense of, after such assumptionthird party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceeding, except as described below. In any such Proceeding, any third party claim or demand the Indemnified Party shall have the right to retain its own participate in the defense of such third party claim or demand at the Indemnified Party’s expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel (including local counsel)to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, but then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall be liable for the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) counsel. If the Indemnifying Party shall have failed does not elect to promptly assume and thereafter conduct defend such defensethird party claim or demand or does not defend such third party claim or demand in good faith, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnifying Party’s expense, to defend such third party claim or demand; provided, however, that: (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due shall not have any obligation to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-or defend any such third party claim, shall, except with claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article X; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified Indemnifying Party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment delayed. (c) Except for the plaintiffthird party claims being defended in good faith, the Indemnifying Party shall indemnify satisfy its obligations under this Article X in respect of a valid claim for indemnification hereunder that is not contested by the Indemnified Party from and against any Loss in good faith by reason wire transfer of such settlement or judgment. The Indemnifying Party will advance expenses immediately available funds to an the Indemnified Party as reasonably incurred so long as such indemnified party shall have provided within thirty (30) days after the indemnifying party with a written undertaking date on which Notice of Claim is delivered to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnified Party.

Indemnification Procedures for Third Party Claims. If (a) A Person entitled to indemnification pursuant to Section 9.1 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” Indemnitee shall inform Indemnitor of any indemnifiable Damages arising out of a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity an Indemnitee may be sought hereunderseek indemnification pursuant to Section 8.1 (a “Third Party Claim”) as soon as reasonably practicable after the Third Party Claim arises, but it being understood and agreed that the failure to so notify give such Indemnifying Party shall notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party from any liability that it may have on account Indemnitor is actually and materially prejudiced as a result of this Article VI, so long as such failure shall not have materially prejudiced to give notice. (b) If the position Indemnitor has acknowledged in writing to the Indemnitee within thirty (30) days of receipt of the Third Party Claim the Indemnitor’s responsibility for defending such Indemnifying Party. Upon such notificationThird Party Claim, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party Indemnitor shall have the right to retain defend, at its own counsel (including local counsel)sole cost and expense, but the fees and expenses of such counsel Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnitor to a final conclusion or settled at the expense discretion of such Indemnified Party the Indemnitor; provided, however, that the Indemnitor may not enter into any compromise or settlement unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual compromise or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include includes as an unconditional term thereof thereof, the giving by the each claimant or plaintiff to such Indemnified Party the Indemnitee of a release from all liability in respect of such claim. The Indemnifying Third Party Claim; and (ii) the Indemnitee consents to such compromise or settlement, which consent shall not be liable withheld or delayed unless such compromise or settlement involves (A) any admission of legal wrongdoing by the Indemnitee, (B) any payment by the Indemnitee that is not indemnified hereunder or (C) the imposition of any equitable relief against the Indemnitee. If the Indemnitor does not elect to assume control of the defense of a Third Party Claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, upon at least ten (10) Business Days’ prior written notice to the Indemnitor of its intent to do so, to undertake the defense of such Third Party Claim for the account of the Indemnitor (with counsel reasonably selected by the Indemnitee and approved by the Indemnitor, such approval not to be unreasonably withheld or delayed), provided, that the Indemnitee shall keep the Indemnitor apprised of all material developments with respect to such Third Party Claim and promptly provide the Indemnitor with copies of all correspondence and documents exchanged by the Indemnitee and the opposing party(ies) to such litigation. The Indemnitee may not compromise or settle such litigation without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld or delayed. (c) The Indemnitee may participate in, but not control, any defense or settlement of any Proceeding effected without Third Party Claim controlled by the Indemnitor pursuant to this Section 9.2 and shall bear its written consent (which own costs and expenses with respect to such participation; provided, however, that the Indemnitor shall not be unreasonably withheld, delayed or conditioned by bear such Indemnifying Party), but costs and expenses if settled with such consent or if there be final judgment counsel for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party Indemnitor shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately reasonably determined that such counsel may not properly represent both the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnitor and the Indemnitee.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (the “Indemnified Party”) shall give prompt notice, and in any event within 30 days, to the other Party (the “Indemnifying Party”) of any such Claims made upon it including claims a description of such third party Claim in reasonable detail including the sections of this Agreement which form the basis for breaches such Claim, copies of fiduciary duties) is made against an all material written evidence of such Claim in the possession of the Indemnified Party and such the actual or estimated amount of the damages that have been or will be sustained by an Indemnified Party, including reasonable supporting documentation therefor. (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party intends given not later than 30 days after receipt of the notice described in Section 10.3(a), to seek indemnity assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in this Section 10.3, the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified Party seeking indemnityany Claim at its own expense. (d) (each The final determination of any Claim pursuant to this Section 10.3, including all related costs and expenses, shall be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in be of such capacity, an “Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (e) If the Indemnifying Party shall does not assume control of a Claim as permitted in this Section 10.3, the defense obligation of such Proceeding brought by a third party, and, after such assumption, the Indemnifying Party to indemnify the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party Claim shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but terminate if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason settles such Claim without the prior written consent of such settlement or judgment. The the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this ARTICLE X (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing (“Notice of Claim”) of such Indemnifying Third Party shall Claim. Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.4, the Indemnifying Indemnitor will have 60 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (C) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages; (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (iii) the Third Party Claim would give rise to Losses which exceed $2,500,000. (d) Seller will not be entitled to assume the Third Party Defense if the Third Party Claim relates to or arises in connection with any Environmental Action. Buyer shall have the reasonable determination right (i) to defend, conduct and control, with counsel of counsel for the Indemnified Partyits choice, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due any Environmental Action, and (ii) to actual compromise or potential conflicting interests between such Indemnified Party settle any Environmental Action, and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with subject to the consent of the Indemnified Partylimitations contained in this Agreement, be indemnified by Seller, provided that Buyer will not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof without the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent of Seller (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent not unreasonably be withheld or if there be final judgment for delayed). In the plaintiffevent that Buyer is required or deems it necessary to perform any Remedial Work in connection with an Environmental Action, or to avoid the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason initiation of such settlement an Environmental Action, whether or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party not formal proceedings have been initiated or threatened with respect thereto, Buyer shall have the right to commence and thereafter prosecute to completion all such Remedial Work, and shall, subject to the limitations of this Agreement, be indemnified by Seller with respect to any and all Losses incurred in connection therewith, provided that Buyer will not commence or prosecute such Remedial Work without the indemnifying party written consent of Seller (such consent not unreasonably be withheld or delayed). “Remedial Work” means any response action, removal action, remedial action, closure, corrective action, regulatory permitting, monitoring program, risk assessment, deed restriction, sampling program, investigation or other activity required, allowed by or consistent with a written undertaking Environmental Law to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)clean up, remove, remediate, treat, ▇▇▇▇▇ or otherwise address any Hazardous Substance.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Article VIII (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party commencement of any Proceeding commenced against or by it a Third Party in respect of which indemnity may be sought hereunderunder the provisions of this Article 10 (a “Third-Party Claim”), but failure to so the Indemnitee shall promptly, and in any event within five (5) Business Days following such Indemnitee’s receipt of such notice, notify the Indemnitor in writing (“Notice of Claim”) of such Indemnifying Third-Party shall Claim. Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third-Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.5, the Indemnifying Party Indemnitor shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement assume and control the defense, investigation, management and settlement of any expenses thereafter incurred by such Third-Party Claim and any litigation resulting therefrom with counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a “Third-Party Defense”) if it in connection with such Proceeding, except as described belowgives notice of its intention to do so to the Indemnitor within ten (10) days from the date on which the Indemnitor received the Notice of Claim. In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel in any such Third-Party Defense and to participate therein (including local counselbut not control), but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third-Party Claim as provided in the first sentence of this Section 10.5(b), to assume the defense of such Indemnified Third-Party unless Claim, or (B) in the reasonable opinion of counsel (provided in writing to the Indemnitor) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third-Party Claim that would make such separate representation advisable. (c) Unless the Indemnitee otherwise agrees, the Indemnitor will not be entitled to assume or maintain the Third-Party Defense if: (i) the Indemnifying Third-Party Claim relates to any criminal Proceeding, indictment, allegation or investigation; (ii) the Third-Party Claim relates to or arises in connection with any Proceeding to modify or revoke any Permit or approval of any Gaming Authority related to the Business or the Purchased Assets; (iii) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third-Party Claim; or (iv) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third-Party Defense and provide indemnification in accordance with the provisions of this Agreement. (d) At the election of the Indemnitee, the Indemnitee and the Indemnitor shall have failed joint control over the Third-Party Defense if the Third-Party Claim seeks, in addition to promptly assume and thereafter conduct or in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages). (e) The Indemnitor will not consent to the entry of any judgment or enter into any settlement, except with the written consent of the Indemnitee (not to be unreasonably withheld, conditioned or delayed); provided, that the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the Third Party of a release of the Indemnitees from all liability in respect of such defenseThird-Party Claim, (ii) there is no finding or admission (A) of any violation of Law by the Indemnifying Party and Indemnitees (or any Affiliate thereof), or (B) that has or would be reasonably expected to have a material adverse effect on any other pending Proceeding or claims of a similar nature against the Indemnified Party shall have mutually agreed Indemnitees (or any Affiliate thereof) relating to the contrarysame occurrence or series of events that gave rise to such Third-Party Claim(s), and (iii) the sole form of relief is monetary damages which are paid in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained full by the Indemnifying Indemnitor. The Indemnitor shall conduct the defense of the Third-Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party Claim actively and any other party represented by such counsel in such proceeding. No Indemnifying Partydiligently, and the Indemnitee will provide reasonable cooperation in the defense of a thirdthe Third-party claimParty Claim. So long as the Indemnitor is reasonably conducting the Third-Party Defense in good faith, shall, except with the consent of the Indemnified Party, Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third-Party Claim; provided, that does not include as an unconditional term thereof the giving in such event it shall waive any right to indemnity therefor by the claimant or plaintiff Indemnitor for such claim unless the Indemnitor shall have consented to such Indemnified Party of a release from all liability in respect of payment or settlement (such claim. The Indemnifying Party shall consent not be liable for any settlement of any Proceeding effected without its written consent (which shall not to be unreasonably withheldwithheld or delayed). (f) In the event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the Indemnitor fails or elects not to assume a Third-Party Defense which the Indemnitor had the right to assume under this Section 10.5, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for (ii) the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to assume or maintain the Third-Party Defense pursuant to Section 10.5(c), the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third-Party Defense by giving written notice of its intention to do so to the Indemnitor and the Indemnitor shall promptly reimburse the Indemnitee therefor in accordance with (and to the extent provided for in) Section 10.2 or 10.3, as appropriate. In each such case, the Indemnitee shall conduct the Third-Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third-Party Defense. In each such case, the Indemnitee will keep the Indemnitor reasonably informed of the progress of the Third-Party Defense, and the Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim on such terms as it may deem appropriate; provided, however, that the Indemnitor will have no indemnification hereunder obligations with respect to any settlement made or entry of any judgment consented to by the Indemnitee without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). If the Indemnitor does not elect to assume a Third-Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches of fiduciary duty if permitted above)have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third-Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested.

Indemnification Procedures for Third Party Claims. If a claim (a) Upon obtaining Knowledge of any Claim by a third party which has given rise to, or is expected to give rise to, a claim for indemnification hereunder, the Indemnitee shall give written notice ("Notice of Claim") of such claim or demand to the Indemnitor, specifying in reasonable detail such information as the Indemnified Party may have with respect to such indemnification claim (including claims for breaches copies of fiduciary dutiesany summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 7.2(b) is made against an hereof, no failure or delay by the Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnified Party and harmless, except to the extent that such failure or delay shall have actually adversely affected Indemnitor's ability to defend against, settle or satisfy any Claims for which the Indemnified Party intends entitled to seek indemnity with respect thereto from indemnification hereunder. (b) If the Company (claim or demand set forth in the case Notice of Claim given by the Indemnitee pursuant to Section 7.2(a) hereof is a Purchaser Indemnified Party seeking such indemnity) claim or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought demand asserted by a third party, andthe Indemnitor shall have fifteen (15) days after the date on which Notice of Claim is given to notify the Indemnitee in writing of its election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnitor elects to defend such third party claim or demand, after the Indemnitee shall make available to the Indemnitor and its agents and representatives all records and other materials that are reasonably required in the defense of such assumptionthird party claim or demand and shall otherwise cooperate with, and assist the Indemnitor in the defense of, such third party claim or demand, and so long as the Indemnitor is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnitor elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceedingthird party claim or demand, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its participate in the defense of such third party claim or demand, at such Indemnified Party's own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel (including local counsel)to the Indemnitor of both the Indemnitor and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, but then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnitor will pay the fees and expenses of such counsel shall be at counsel. If the expense of Indemnitor does not elect to defend such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct third party claim or demand or does not defend such defensethird party claim or demand in good faith, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnitor's expense, to defend such third party claim or demand; provided, however, that (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by shall not have any obligation to participate in the Indemnifying Party would be inappropriate due to actual defense of, or potential conflicting interests between defend, any such third party claim or demand; (ii) such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, 's defense of or its participation in the defense of a third-any such third party claim, shall, except with claim or demand shall not in any way diminish or lessen the obligations of the Indemnitor under the agreements of indemnification set forth in this Article VII; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified PartyIndemnitor, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheldwithheld or delayed. (c) The Indemnitor and the Indemnitee and the other Indemnified Party, delayed if any, shall cooperate fully in all aspects of any investigation, defense, pre-trial activities, trial, compromise, settlement or conditioned by such Indemnifying Party)discharge of any claim in respect of which indemnity is sought pursuant to this Article VII, including, but if settled not limited to, by providing the other party with such consent or if there be final judgment reasonable access to employees and officers (including as witnesses) and other information. (d) Except for the plaintiffthird party claims being defended in good faith, the Indemnifying Party Indemnitor shall indemnify the Indemnified Party from and against any Loss by reason satisfy its obligations under this Article VII in respect of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party valid claim for all amounts so advanced if it is ultimately determined that the indemnified party indemnification hereunder which is not entitled to indemnification hereunder contested by the Indemnitor in good faith in cash within thirty (30) days after the date on which shall include breaches Notice of fiduciary duty if permitted above)Claim is given.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Section (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, VIII so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, assumption the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Indemnified Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Indemnified Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account under the provisions of this Article VIX (“Third Party Claim”), so long as such failure the Indemnitee shall not have materially prejudiced promptly notify the position Indemnitor of such Indemnifying PartyThird Party Claim. Upon The Indemnitor shall be entitled to participate in such notificationThird Party Claim and shall have the right to defend, conduct and control the Indemnifying defense of the Third Party Claim (“Third Party Defense”) with counsel of its choice; provided, however, that the Indemnitee shall have the right, at the Indemnitee’s expense, to participate in (but not control) such Third Party Defense. After notice from the Indemnitor to the Indemnitee of its election to assume the defense of such Proceeding brought by a third party, and, after such assumptionThird Party Claim, the Indemnified Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnitee under this Section 10.4 for any fees of other counsel subsequently incurred by the Indemnitee in connection with the defense of such Third Party Claim. If the Indemnitor does not assume the defense of such Third Party Claim, the Indemnitee shall not be entitled to reimbursement defend, conduct and control the defense of any expenses thereafter such claim after giving notice to the Indemnitor, and the Indemnitor shall promptly and fully pay for all reasonable costs associated with such defense which are incurred by it in connection with such Proceedingthe Indemnitee, except as described below. In any such Proceedingincluding without limitation, any Indemnified reasonable attorney’s fees. (b) If the Indemnitor assumes the defense of a Third Party shall have the right to retain its own counsel (including local counsel)Claim, but the fees and expenses no compromise or settlement of such counsel shall Third Party Claim or Third Party Defense may be at effected by the expense of such Indemnified Party Indemnitor without the Indemnitee’s consent (which consent may not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law or any violation of the Indemnifying Party shall have failed to promptly assume rights of any Person and thereafter conduct such defenseno effect on or grounds for the basis of, any other claims that may be made against the Indemnitee, and (ii) the Indemnifying sole relief provided is monetary damages that are paid in full by the Indemnitor. In connection with any Third Party and Claim, the Indemnified Party shall have mutually agreed Indemnitee hereby consents to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry nonexclusive jurisdiction of any judgment or enter into any settlement that does not include as court in which an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability Action in respect of such claim. The Indemnifying a Third-Party shall not be liable Claim is brought against any Indemnitor for any settlement purposes of any Proceeding effected without its written consent claim that the Indemnitee may have under this Article X with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitee with respect to such a claim anywhere in the world. (which shall not be unreasonably withheldc) Indemnitor and Indemnitee agree to provide each other with reasonable access during regular business hours to the properties, delayed or conditioned by such Indemnifying Party)Books and Records and Representatives of the other, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided necessary in connection with the indemnifying party preparation for an existing or anticipated Action involving a Third Party Claim and its obligations with a written undertaking respect thereto pursuant to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).this Article X.

Indemnification Procedures for Third Party Claims. If a any claim or assertion of liability is made or asserted by a third party against a Party indemnified pursuant to this Agreement (including claims for breaches of fiduciary dutiesthe “Indemnified Party”) is made against an which might give rise to a right to indemnification under this Agreement, the Indemnified Party and such Indemnified shall with reasonable promptness give to each other Party intends with a potential indemnification obligation pursuant to seek indemnity with respect thereto from this Agreement (the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give ) written notice describing the claim or assertion of liability in writing as promptly as reasonably practicable to such reasonable detail and requesting that the Indemnifying Party defend the same, provided that any delay or failure of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such the Indemnifying Party to notify shall not relieve such Indemnifying Party it from any liability that which it may have on account to the Indemnified Party except to the extent of this Article VIany prejudice resulting directly from such delay or failure. The Indemnifying Party shall, so long as such failure shall not have materially prejudiced at the position of such Indemnifying Party. Upon such notification’s expense, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, claim with counsel reasonably satisfactory to the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowParty. In any such Proceeding, any The Indemnified Party shall have the right to retain its own employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained employment thereof has been specifically authorized by the Indemnifying Party would be inappropriate due in writing, the Indemnifying Party has failed to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of such claim or there is a third-party claim, shall, except with conflict of interest which could prevent the consent of Indemnifying Party’s counsel from being able to adequately represent the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for permitted to enter into any settlement or compromise with respect to such claim unless the Indemnified Party shall have been notified in writing of any Proceeding effected without its written the proposed settlement or compromise and either: the Indemnified Party shall have consented in writing thereto, which consent (which shall not be unreasonably withheldconditioned, delayed or conditioned withheld; or the proposed settlement or compromise shall only involve a payment of money by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify and the Indemnifying Party obtains a general release of the Indemnified Party from and against any Loss by reason of such settlement the entity or judgmentperson making the claim. The Indemnifying Party parties hereto will advance expenses keep each other reasonably informed with respect to an Indemnified Party as reasonably incurred so long as any such indemnified party claim and will cooperate with each other in the defense of any such claim and the relevant records of each shall have provided be available to the indemnifying party other with a written undertaking respect to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)such defense.

Indemnification Procedures for Third Party Claims. If a any claim or assertion of liability is made or asserted by a third party against a Party indemnified pursuant to this Agreement (including claims for breaches of fiduciary dutiesthe "INDEMNIFIED PARTY") is made against an Indemnified Party and such Indemnified Party intends which might give rise to seek indemnity with respect thereto from a right to indemnification under this Agreement, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall with reasonable promptness give to each other Party with a potential indemnification obligation pursuant to this Agreement (the "INDEMNIFYING PARTY") written notice describing the claim or assertion of liability in writing as promptly as reasonably practicable to such reasonable detail and requesting that the Indemnifying Party defend the same, provided that any delay or failure of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such the Indemnifying Party to notify shall not relieve such Indemnifying Party it from any liability that which it may have on account to the Indemnified Party except to the extent of this Article VIany prejudice resulting directly from such delay or failure. The Indemnifying Party shall, so long as such failure shall not have materially prejudiced at the position of such Indemnifying Party. Upon such notification's expense, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, claim with counsel reasonably satisfactory to the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowParty. In any such Proceeding, any The Indemnified Party shall have the right to retain its own employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained employment thereof has been specifically authorized by the Indemnifying Party would be inappropriate due in writing, the Indemnifying Party has failed to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of such claim or there is a third-party claim, shall, except with conflict of interest which could prevent the consent of Indemnifying Party's counsel from being able to adequately represent the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for permitted to enter into any settlement or compromise with respect to such claim unless the Indemnified Party shall have been notified in writing of any Proceeding effected without its written the proposed settlement or compromise and either: the Indemnified Party shall have consented in writing thereto, which consent (which shall not be unreasonably withheldconditioned, delayed or conditioned withheld; or the proposed settlement or compromise shall only involve a payment of money by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify and the Indemnifying Party obtains a general release of the Indemnified Party from and against any Loss by reason of such settlement the entity or judgmentperson making the claim. The Indemnifying Party parties hereto will advance expenses keep each other reasonably informed with respect to an Indemnified Party as reasonably incurred so long as any such indemnified party claim and will cooperate with each other in the defense of any such claim and the relevant records of each shall have provided be available to the indemnifying party other with a written undertaking respect to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)such defense.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VIV, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. (i) If a claim by a third party commences a lawsuit or arbitration (including claims for breaches of fiduciary dutiesa "Third-Party Claim") is made against an any Person (the "Indemnified Party") with respect to any matter that the Indemnified Party and such might make a claim for indemnification against any party (the "Indemnifying Party") under this Section 9, then the Indemnified Party intends to seek indemnity must notify the Indemnifying Party thereof in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect thereto from to the Company (in Third-Party Claim; provided, however, that any failure to notify the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall deliver copies will not relieve such the Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (ii) Upon receipt of the position of such Indemnifying Party. Upon such notificationnotice described in Section 9(c)(i), the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall will have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and defend the Indemnified Party shall have mutually agreed against the Third-Party Claim with counsel reasonably satisfactory to the contrary, Indemnified Party so long as (iiiA) in the reasonable determination of counsel for the Indemnified Party, representation within ten (10) days after receipt of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffnotice, the Indemnifying Party shall notifies the Indemnified Party in writing that the Indemnifying Party will, subject to the limitations of this Section 9, indemnify the Indemnified Party from and against any Loss by reason of such settlement Losses the Indemnified Party may incur arising out of, relating to or judgment. The in connection with the Third-Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will advance expenses have the financial resources to an defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Indemnifying Party is not a party to the applicable proceeding or the Indemnified Party as reasonably incurred so long as such indemnified party shall have provided has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (D) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Third-Party Claim does not involve, and is not entitled likely to indemnification hereunder involve, any claim by any governmental body or authority, (which shall include breaches E) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (F) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of fiduciary duty if permitted above).the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (G) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (H) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the

Indemnification Procedures for Third Party Claims. If a 3.3.1 In the event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified each, a “Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyClaim”), such Indemnified Party the Indemnitee shall give notice promptly notify the Indemnitor in writing of such Third Party Claim (each, a “Notice of Claim”); provided, however, that a failure by an Indemnitee to provide timely notice shall not affect the rights or obligations of such Indemnitee other than if the Indemnitor shall have been actually prejudiced as promptly a result of such failure. The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitor other than if the Indemnitor shall have been actually prejudiced as reasonably practicable a result of such failure. The Indemnitee shall enclose with the Notice of Claim copies of all papers served and received by it with respect to such Indemnifying Third Party Claim, if any, and copies of any Proceeding commenced against or other documents received by it in respect of which indemnity may be sought hereunderthat evidence such Third Party Claim. 3.3.2 The Indemnitor shall have the right, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VIthe obligation, so long as such failure shall not have materially prejudiced to, within twenty Business Days after the position of such Indemnifying Party. Upon such notificationIndemnitees’ compliance with Section 3.3.1, the Indemnifying Party shall assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption, “Third Party Defense”); provided that the Indemnified Party Indemnitor shall not be entitled to reimbursement assume the defense of a Third Party Claim to the extent that (i) such Third Party Claim seeks an injunction or other equitable relief against any expenses thereafter incurred by it Indemnitee or (ii) the Third Party Claim relates to or otherwise arises in connection with such Proceedingany criminal or regulatory enforcement action, except as described belowinvestigation, suit or proceeding. In any such ProceedingIf the Indemnitor assumes the Third Party Defense in accordance herewith, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim but the Indemnitor shall have failed to promptly assume control the investigation, defense and thereafter conduct such defensesettlement thereof, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed Indemnitee will not file any papers or consent to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed), and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for injunctive or equitable relief or does not include as an unconditional term thereof expressly and unconditionally release the giving by the claimant or plaintiff Indemnitee from all liabilities and obligations with respect to such Indemnified Third Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected Claim with prejudice without its the prior written consent of the Indemnitee (which shall not to be unreasonably withheld, delayed or conditioned by such Indemnifying Partyconditioned). The Parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and will act in good faith in responding to, but if settled defending against, settling or otherwise dealing with such consent claims. The Parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or if there not the Indemnitor has assumed the Third Party Defense, such Indemnitor will not be final judgment for the plaintiff, the Indemnifying Party shall obligated to indemnify the Indemnified Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent (which consent was not unreasonably withheld, delayed or conditioned). 3.3.3 If the Indemnitor does not assume the Third Party from and against any Loss by reason of such settlement Defense within twenty Business Days after the Indemnitees’ compliance with Section 3.3.1 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification assume the Third Party Defense pursuant to Section 3.3.2, the Indemnitee will be entitled to assume the Third Party Defense upon delivery of notice to such effect to the Indemnitor; provided that the (i) Indemnitor shall have the right to participate in the Third Party Defense at its sole cost and expense, but the Indemnitee shall control the investigation, defense and settlement thereof; and (ii) the Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent (which shall include breaches of fiduciary duty if permitted aboveconsent was not unreasonably withheld, delayed or conditioned).

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third Person that is not a party to this Agreement (including claims for breaches a “Third Party”) with respect to which indemnification is sought, the party seeking indemnification (the “Indemnified Party”) shall give prompt notice, and in any event within 30 Business Days, to the party against whom indemnification is asserted (the “Indemnifying Parties”) of fiduciary dutiesany such Claims made upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of Liability or cost of defense. (b) is made against an Subject to Section 11.5(c), the Indemnifying Parties shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 11.5(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Parties acknowledge in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) The Indemnifying Parties may not assume the investigation and defence of a Third Party Claim if: (i) Any of the Indemnifying Parties is also a party to seek indemnity the Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Third Party Claim seeks relief against the Indemnified Party other than monetary damages or the Indemnified Party determines in good faith that there is a reasonable probability that the Third Party Claim may adversely affect it or its Affiliates or the conduct of the Business and the Indemnified Party has notified the Indemnifying Parties that it will exercise its exclusive right to defend, compromise or settle the Third Party Claim, or (iii) the Indemnifying Parties fail to provide reasonable assurance to the Indemnified Party of its financial capacity to defend the Third Party Claim and provide indemnification with respect thereto from to the Company Third Party Claim. (d) If the Indemnifying Parties (i) are not entitled to assume the investigation and defence of a Third Party Claim under Section 11.5(c), or (ii) do not elect to assume the investigation and defence of a Third Party Claim, the Indemnified Party has the right (but not the obligation) to undertake the defence of the Third Party Claim. (e) If, under Section 11.5(d), the Indemnified Party undertakes the investigation and defence of a Third Party Claim: (i) subject to the other provisions of 11.4, all reasonable expenses relating to the defence of such Third Party Claim shall be borne and paid exclusively by the Indemnifying Parties; (ii) the Indemnifying Parties shall make available to the Indemnified Party any documents and materials in his possession or control that may be necessary to the defence of such Third Party Claim; and (iii) the Indemnified Party shall have the right to settle, adjust or compromise such Third Party Claim but the Indemnifying Parties shall not be bound by any compromise or settlement of the Third Party Claim effected without its written consent (which consent may not be unreasonably withheld or delayed). (f) Upon the assumption of control of any Claim by the Indemnifying Parties as set out in Section 11.5(b), the Indemnifying Parties shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including if necessary, employment of counsel and experts reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Parties with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Parties all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Parties are reasonably necessary to enable the Indemnifying Parties to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified Party seeking indemnity) (each any Claim at its own expense. The Indemnifying Parties shall not settle any Claim without the prior written consent of the Company Indemnified Party, such consent not to be unreasonably withheld. (g) The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or the Purchaserinvalidity, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, Claim against the Indemnifying Party shall Parties. (h) If the Indemnifying Parties do not assume the defense control of such Proceeding brought by a third party, and, after such assumptionClaim as permitted in Section 11.5(b), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with make such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified PartyClaim as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the Claim shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Parties.

Indemnification Procedures for Third Party Claims. (a) If a claim by any third party shall notify any party entitled to indemnification pursuant to Section 8.1 or 8.2 (the “Indemnified Party”) with respect to any matter involving a third party (including claims a “Third Party Claim”) that is reasonably expected to give rise to a claim for breaches of fiduciary duties) is made indemnification against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company other party (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) under Section 8.1 or 8.2, such then the Indemnified Party shall give promptly (and in any event within five (5) Business Days after receiving notice in writing as promptly as reasonably practicable to such of the Third Party Claim) notify the Indemnifying Party of any Proceeding commenced against or by it thereof in respect of which indemnity may be sought hereunder, but failure writing. Failure to so notify such the Indemnifying Party shall not relieve such the Indemnifying Party from of any liability that it may have on account of this Article VIto the Indemnified Party, so long as such failure shall not have materially prejudiced except to the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume extent the defense of such Proceeding brought claim is prejudiced by a third party, and, after such assumption, the Indemnified Party shall not be entitled Party’s failure to reimbursement of any expenses thereafter incurred by it in connection with give such Proceeding, except as described below. In any such Proceeding, any Indemnified notice. (b) The Indemnifying Party shall have the right to retain its own counsel assume (including local counsel), but which such assumption shall not be deemed an admission that such Third Party Claim is valid or that the fees and expenses of such counsel shall be at Indemnifying Party is obligated to indemnify the expense of such Indemnified Party unless (iunder this Agreement with respect to such Third Party Claim) and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall have failed to promptly assume full control of such defense and thereafter conduct such defenseproceedings, (ii) including any compromise or settlement thereof; provided, however, that the Indemnifying Party and the Indemnified Party shall have mutually agreed not consent to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to the giving Third Party Claim which provides for or results in any payment by the claimant or plaintiff to such Indemnified Party of, or obligation of a release from all the Indemnified Party for, any damages or other amount, any Lien on any property of the Indemnified Party, any finding of responsibility or liability in respect on the part of such claim. The Indemnifying the Indemnified Party shall not be liable for or any settlement sanction or injunction of, restriction upon the conduct of any Proceeding effected business by, or other equitable relief upon the Indemnified Party, without its the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned by such Indemnifying Partydelayed), but if settled with such consent or if there be final judgment for the plaintiff, . (c) Unless the Indemnifying Party shall indemnify assumes the defense of the Third Party Claim as provided in Section 8.3(b) within fifteen (15) days after the Indemnifying Party received notice of such Third Party Claim, the Indemnified Party from and may defend against the Third Party Claim in any Loss by reason manner it reasonably may deem appropriate; provided, however, that in no event shall the Indemnified Party consent to the entry of such any judgment or enter into any settlement or judgment. The with respect to the Third Party Claim without the prior written consent of the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which consent shall include breaches of fiduciary duty if permitted abovenot be unreasonably withheld, conditioned or delayed).

Indemnification Procedures for Third Party Claims. If a (a) In the event that any claim or demand for which an Indemnitor may be liable to an Indemnitee hereunder is asserted by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified a “Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyClaim”), the Indemnitee shall promptly, and in any event within 30 days, provide written notice to the Indemnitor of such Indemnified Third Party Claim (a “Claim Notice”). The Claim Notice shall give notice (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which the Indemnitee is entitled to indemnification pursuant hereto, and (ii) specify in writing as promptly as reasonably practicable reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated liability and the representation, warranty, covenant or agreement curtained herein to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Claim Notice a copy of all papers served with respect to such Indemnifying Third Party of Claim and any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but other documents evidencing such Third Party Claim. The failure to so notify provide such Indemnifying Party notice, however, shall not relieve such Indemnifying Party release the Indemnitor from any liability that it may have on account of its obligations under this Article VI, so long as IX except to the extent that the Indemnitor is prejudiced by such failure shall not failure. (b) The Indemnitor will have materially prejudiced 30 days from the position of such Indemnifying Party. Upon such notification, date on which the Indemnifying Party shall Indemnitor received the Claim Notice to notify the Indemnitee that the Indemnitor has elected to assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption, “Third Party Defense”). If the Indemnified Indemnitor assumes the Third Party Defense in accordance herewith: (i) the Indemnitee may retain separate co-counsel at its sole cost and expense (as to which the Indemnitee shall not be entitled to reimbursement indemnification) and participate in the defense of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified the Third Party shall have the right to retain its own counsel (including local counsel), Claim but the fees Indemnitor shall control the investigation, defense and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, settlement thereof; (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed Indemnitee will not file any papers or consent to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does with respect to the Third Party Claim without the prior written consent of the Indemnitor; and (iii) the Indemnitor will not include as an unconditional term thereof consent to the giving by entry of any judgment or enter into any settlement with respect to the claimant Third Party Claim to the extent such judgment or plaintiff to such Indemnified Party settlement provides for equitable relief without the prior written consent of a release from all liability in respect of such claimthe Indemnitee. The Indemnifying parties hereto will use commercially reasonable efforts to minimize Losses from Third Party shall Claims, act in good faith in responding to, defending against, settling or otherwise dealing with such claims, and cooperate in any such defense and give each other reasonable access to and copies of all information, records and documents relevant thereto. Whether or not the Indemnitor has assumed the Third Party Defense, the Indemnitor will not be liable obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent. (c) If the Indemnitor does not assume the Third Party Defense within 30 days of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for receipt of the plaintiffClaim Notice, the Indemnifying Indemnitee will be entitled to assume the Third Party shall indemnify Defense at its sole cost and expense (or, if the Indemnified Party from and against any Indemnitee incurs a Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses with respect to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse matter in question for which the indemnifying party for all amounts so advanced if it Indemnitee is ultimately determined that the indemnified party is not entitled to indemnification pursuant to Section 9.2 or Section 9.3, as applicable, at the expense of the Indemnitor) upon delivery of notice to such effect to the Indemnitor; provided, however, that the Indemnitor (i) shall have the right to participate in the Third Party Defense at its sole cost and expense, but the Indemnitee shall control the investigation, defense and settlement thereof; and (ii) will not be obligated to indemnify the Indemnitee hereunder (which shall include breaches of fiduciary duty if permitted above)for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent.

Indemnification Procedures for Third Party Claims. If a i) Promptly after notice to an Indemnitee of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as “Proceeding” or “Proceedings”), involving any Damage referred to in this Section, such Indemnitee shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party Indemnitee pursuant to this Section, give written notice to the Company, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any Indemnitee to seek indemnity with respect thereto from give such notice shall not relieve the Company (in of its obligations hereunder, except to the extent that the Company is actually prejudiced by the failure to give such notice. ii) In the case of any Proceeding by a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of third party against an Indemnitee, the Company or the Purchasershall, upon notice as the case may beprovided above, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third partythereof, with counsel reasonably satisfactory to the Indemnitee, and, after such assumptionnotice from the Company to the Indemnitee of its assumption of the defense thereof, the Indemnified Party Company shall not be entitled liable to reimbursement of such Indemnitee for any legal or other expenses thereafter subsequently incurred by it the Indemnitee in connection with the defense thereof (but the Indemnitee shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the Indemnitee as a result of any settlement or compromise thereof that is effected by the Indemnitee (without the written consent of the Company). iii) Anything in this Section 12 notwithstanding, if both the Company and the Indemnitee are named as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such Proceeding, except as described below. In then the Company may decline to assume the defense on behalf of the Indemnitee or the Indemnitee may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given hereunder to the other party, the Company shall be relieved of its obligation to assume the defense on behalf of the Indemnitee, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys’ fees and disbursements, incurred by the Indemnitee in such defense. iv) If the Company assumes the defense of any such Proceeding, any Indemnified Party the Indemntiee shall have cooperate fully with the right to retain its own counsel (including local counsel)Company and shall appear and give testimony, but produce documents and other tangible evidence, and otherwise assist the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct Company in conducting such defense. The Company shall not, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with without the consent of the Indemnified PartyIndemnitee, consent to entry of any judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability in respect of such claimclaim or Proceeding. Provided that proper notice is duly given, if the Company shall fail promptly and diligently to assume the defense thereof, then the Indemnitee may respond to, contest and defend against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and recover from the Company the entire cost and expense thereof including, without limitation, reasonable attorneys’ fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The Indemnifying Party indemnification required hereunder shall not be liable for any settlement made by periodic payments of any Proceeding effected without its written consent (which shall not be unreasonably withheldthe amount thereof during the course of the investigation or defense, delayed as and when bills or conditioned by such Indemnifying Party)invoices are received or loss, but if settled with such consent liability, obligation, damage or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement expense is actually suffered or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)incurred.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary dutiesa) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such The Indemnifying Party shall not relieve such Indemnifying be entitled to assume, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense of any Third Party from any liability Claim; provided, however, that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, if the Indemnifying Party shall does not promptly assume the defense of such Proceeding brought by a third party, and, after Third Party Claim within fifteen (15) Business Days following the receipt of an Indemnification Notice or does not elect to defend such assumptionThird Party Claim, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right, in addition to any other right to retain its own counsel (including local counsel)or remedy it may have hereunder, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed Party’s expense, to promptly assume and thereafter conduct such defensedefense with counsel of its own choosing; provided, (ii) the Indemnifying Party and that the Indemnified Party shall have mutually agreed to obtain the contrary, (iii) in the reasonable determination prior written consent of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Partyconditioned), but if settled without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder before entering into any settlement or compromising, discharging or admitting any liability with respect to any such consent or if there be final judgment for the plaintiff, Third Party Claim. If the Indemnifying Party shall indemnify assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.6(a), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or admits any Loss by reason liability in connection therewith, (ii) the Indemnified Party shall be entitled to participate in (but not conduct or control) the defense of such settlement or judgmentThird Party Claim and to employ separate counsel of its choice for such purpose, and (iii) the Indemnified Party shall promptly provide to the Indemnifying Party copies of all notices and documents not supplied with the Indemnification Notice because of any privilege. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that such Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) authorized by the Indemnifying Party to participate or (y) in the opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided further, that the Indemnifying Party will advance expenses not be required to an pay for more than one such counsel for all Indemnified Parties in connection with any Third Party as reasonably incurred so long as such indemnified Claim. (b) Each party shall have provided cooperate, and cause their respective Affiliates to cooperate, in the indemnifying party defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. All reasonable out-of-pocket costs and expenses incurred in connection with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that Indemnified Party’s cooperation shall be borne by the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnifying Party.

Indemnification Procedures for Third Party Claims. If In making a claim under this Section 6, the Indemnified Party and the Indemnifying Party shall: Upon obtaining knowledge of any claim by a third party (including claims that has given rise to, or is expected to give rise to, a claim for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from indemnification hereunder, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in writing reasonable detail such information as promptly as reasonably practicable the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 6.3 hereof, no failure or delay by an Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderto indemnify and hold the r Indemnified Party harmless, but failure except to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability the extent that it may have on account of this Article VI, so long as such failure or delay shall not have materially prejudiced actually adversely affected the position of such Indemnifying Party’s ability to defend against, settle or satisfy any claims for which the Indemnified Party is entitled to indemnification hereunder. Upon such notificationIf the claim or demand set forth in the Notice of Claim given by a Indemnified Party pursuant to Section 6.2(a) hereof is a claim or demand asserted by a third party, the Indemnifying Party shall assume have fifteen (15) business days after the date on which the Notice of Claim is delivered to notify the Indemnified Party in writing of its election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such Proceeding brought by a third partyparty claim or demand and shall otherwise cooperate with, andand assist the Indemnifying Party in the defense of, after such assumptionthird party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceeding, except as described below. In any such Proceeding, any third party claim or demand the Indemnified Party shall have the right to retain its own counsel (including local counsel), but participate in the fees and expenses defense of such counsel shall be third party claim or demand at the expense of Indemnified Party’s expense. In the event, however, that such Indemnified Party unless (i) reasonably determines that representation by counsel to the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding at the Indemnifying Party’s own expense. If the Indemnifying Party does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnifying Party’s expense, to defend such third party claim or demand; provided, however, that: (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due shall not have any obligation to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-or defend any such third party claim, shall, except with claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Section 6; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified Indemnifying Party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment delayed. Except for the plaintiffthird party claims being defended in good faith, the Indemnifying Party shall indemnify satisfy its obligations under this Section 6 in respect of a valid claim for indemnification hereunder that is not contested by the Indemnified Party from and against any Loss in good faith by reason wire transfer of such settlement or judgment. The Indemnifying Party will advance expenses immediately available funds to an the Indemnified Party as reasonably incurred so long as such indemnified party shall have provided within thirty (30) days after the indemnifying party with a written undertaking date on which Notice of Claim is delivered to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnified Party.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article X. (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing (“Notice of Claim”) of such Indemnifying Third Party shall Claim. Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.4, the Indemnifying Indemnitor will have 10 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, or (C) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any Environmental Action; (iv) the Third Party Claim involves a material customer or supplier of the Acquired Company or its Subsidiary; (v) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (vi) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third Party Claim; (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement; or (viii) the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this Article X. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by Claim, subject to the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party terms and any other party represented by such counsel in such proceedingconditions of this Agreement. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee; provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement, subject to the plaintiff, terms and conditions of this Agreement. (f) In the Indemnifying event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 10.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to assume the Third Party Defense pursuant to this Section 10.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor (unless the subject matter of the Notice of Claim is not eligible for indemnification hereunder hereunder, in which case the Indemnitor shall not be responsible for such costs and expenses). In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 11.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article X. with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a i. Promptly after notice to an Indemnitee of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such Indemnitee shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party Indemnitee pursuant to this Section, give written notice to the Client, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any Indemnitee to seek indemnity with respect thereto from give such notice shall not relieve the Company (in Client of its obligations hereunder, except to the extent that the Client is actually prejudiced by the failure to give such notice. ii. In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan Indemnitee, the Indemnifying Party shall Client shall, upon notice as provided above, assume the defense of such Proceeding brought by a third partythereof, with counsel reasonably satisfactory to the Indemnitee, and, after such assumptionnotice from the Client to the Indemnitee of its assumption of the defense thereof, the Indemnified Party Client shall not be entitled liable to reimbursement of such Indemnitee for any legal or other expenses thereafter subsequently incurred by it the Indemnitee in connection with the defense thereof (but the Indemnitee shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the Indemnitee as a result of any settlement or compromise thereof that is effected by the Indemnitee (without the written consent of the Client). iii. Anything in this Section 12 notwithstanding, if both the Client and the Indemnitee are named as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such Proceeding, except as described belowthen the Client may decline to assume the defense on behalf of the Indemnitee or the Indemnitee may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given hereunder to the other party, the Client shall be relieved of its obligation to assume the defense on behalf of the Indemnitee, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred by the Indemnitee in such defense. iv. In If the Client assumes the defense of any such Proceeding, any Indemnified Party the Indemntiee shall have cooperate fully with the right to retain its own counsel (including local counsel)Client and shall appear and give testimony, but produce documents and other tangible evidence, and otherwise assist the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct Client in conducting such defense. The Client shall not, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with without the consent of the Indemnified PartyIndemnitee, consent to entry of any judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability in respect of such claimclaim or Proceeding. Provided that proper notice is duly given, if the Client shall fail promptly and diligently to assume the defense thereof, then the Indemnitee may respond to, contest and defend against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and recover from the Client the entire cost and expense thereof including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The Indemnifying Party indemnification required hereunder shall not be liable for any settlement made by periodic payments of any Proceeding effected without its written consent (which shall not be unreasonably withheldthe amount thereof during the course of the investigation or defense, delayed as and when bills or conditioned by such Indemnifying Party)invoices are received or loss, but if settled with such consent liability, obligation, damage or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement expense is actually suffered or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)incurred.

Indemnification Procedures for Third Party Claims. If In making a claim under this Article X, the party making a claim is referred to as the “Indemnified Party,” and the party against whom such claims are asserted is referred to as the “Indemnifying Party.” (a) Upon obtaining knowledge of any Claim by a third party (including claims that has given rise to, or is expected to give rise to, a claim for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from indemnification hereunder, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give prompt written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in writing reasonable detail such information as promptly as reasonably practicable the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 10.2 hereof, no failure or delay by an Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderto indemnify and hold the Indemnified Party harmless, but failure except to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability the extent that it may have on account of this Article VI, so long as such failure or delay shall not have materially prejudiced actually adversely affected the position of such Indemnifying Party. Upon such notification’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party is entitled to indemnification hereunder. (b) If the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant to Section 10.2(a) hereof is a claim or demand asserted by a third party, the Indemnifying Party shall assume have fifteen (15) Business Days after the date on which the Notice of Claim is delivered to notify the Indemnified Party in writing of its election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such Proceeding brought by a third partyparty claim or demand and shall otherwise cooperate with, andand assist the Indemnifying Party in the defense of, after such assumptionthird party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceeding, except as described below. In any such Proceeding, any third party claim or demand the Indemnified Party shall have the right to retain its own participate in the defense of such third party claim or demand at the Indemnified Party’s expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel (including local counsel)to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, but then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall be liable for the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) counsel. If the Indemnifying Party shall have failed does not elect to promptly assume and thereafter conduct defend such defensethird party claim or demand or does not defend such third party claim or demand in good faith, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnifying Party’s expense, to defend such third party claim or demand; provided, however, that: (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due shall not have any obligation to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-or defend any such third party claim, shall, except with claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Article X; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified Indemnifying Party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment delayed. (c) Except for the plaintiffthird party claims being defended in good faith, the Indemnifying Party shall indemnify satisfy its obligations under this Article X in respect of a valid claim for indemnification hereunder that is not contested by the Indemnified Party from and against any Loss in good faith by reason wire transfer of such settlement or judgment. The Indemnifying Party will advance expenses immediately available funds to an the Indemnified Party as reasonably incurred so long as such indemnified party shall have provided within thirty (30) days after the indemnifying party with a written undertaking date on which Notice of Claim is delivered to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnified Party.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party Party with respect to which indemnification is sought, the Party seeking indemnification shall give prompt written notice, and in any event within 20 days, to the other Party of any such Claims made upon it, provided that in the event of a failure to give such notice, such failure shall not preclude the Party seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defense of the Claim or increased the amount of liability or cost of defense and provided that, notwithstanding anything else herein contained, no claim for indemnification in respect of the breach of any representation or warranty contained herein may be made unless notice of such claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 6.1. (including claims for breaches b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of fiduciary dutiesthe notice described in subsection (a) is made against an to assume the control of the defense, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in subsection (b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. (d) The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified Party seeking indemnityany claim or demand at its own expense. (e) (each The final determination of any Claim pursuant to this Section, including all related costs and expenses, will be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (f) Should the Indemnifying Party shall assume fail to give notice to the defense of such Proceeding brought by a third party, and, after such assumptionIndemnified Party as provided in subsection (b), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with make such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified PartyClaim as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the Claim shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Losses arising from Claims made by a third party (including claims for breaches of fiduciary duties) with respect to which indemnification is made against an sought, the Vendor Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a or Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the PurchaserParty, as the case may be, seeking indemnification (the “Indemnified Party”) shall give prompt notice, and in such capacityany event within 20 days, an to the other Party (the “Indemnifying Party”), ) of any such Claims made upon it. If the Indemnified Party shall fails to give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereundernotice, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the position defence of the Claim or increased the amount of liability or cost of defense. (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 11.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party. Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that Claim. (c) Upon such notificationthe assumption of control of any Claim by the Indemnifying Party as set out in Section 11.3(b), the Indemnifying Party shall assume diligently proceed with the defense defence, compromise or settlement of such Proceeding brought by a third partythe Claim at its sole expense, including if necessary, employment of counsel and experts reasonably satisfactory to the Indemnified Party and, after such assumptionin connection therewith, the Indemnified Party shall not be entitled cooperate fully, but at the expense of the Indemnifying Party with respect to reimbursement any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of any expenses thereafter incurred by it in connection with the Indemnifying Party or counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such Proceeding, except as described belowdefence. In any such Proceeding, any The Indemnified Party shall also have the right to retain participate in the negotiation, settlement or defence of any Claim at its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the expense. The Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) not settle any Claim without the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the prior written consent of the Indemnified Party, such consent not to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld. (d) The final determination of any Claim pursuant to this Section, delayed including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or conditioned by invalidity, as the case may be, of such Claim against the Indemnifying Party. (e) If the Indemnifying Party does not assume control of a Claim as permitted in Section 11.3(b), but if settled the Indemnified Party shall be entitled to make such settlement of the Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claim shall be binding upon the Indemnifying Party. (f) If any Claim is of a nature such that the Indemnified Party is required by Law to post security or make a payment to any person with respect to such consent Claim before the completion of any negotiation, settlement or if there be final judgment for compromise of such Claim or the plaintiffrendering of any court or administrative decision relating to such Claim including any amount payable on account of Taxes to the extent described in subsection 225.1(7) of the Tax Act or any substantially similar provision of any applicable provincial taxing statute, the Indemnifying Party shall indemnify post such security or make such payment as and when required by such Law. If the Indemnifying Party fails to post such security or make such payment and the Indemnified Party, at its option, does so instead, the Indemnifying Party shall forthwith after demand by the Indemnified Party reimburse the Indemnified Party for any Losses it has suffered as a result of posting such security or making such payment. If the amount of any Claim in respect of which a payment or reimbursement has been made by the Indemnifying Party, as finally determined, is less than the amount which was paid or reimbursed by the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the person asserting such Claim or any other person, pay such difference to the Indemnifying Party. (g) Notwithstanding Sections 11.3(a) through 11.3(e), in the event that the Vendor would be liable for the payment of any Taxes under this Article 11 if assessed or imposed, the Vendor, in the Vendor’s sole and against absolute discretion, will have the right to control any Loss by reason audit involving any such Taxes and/or to contest any assertion that any such Taxes are payable in any proceedings available to the Company, the Company’s Subsidiaries or the Purchaser; provided, however, that the Purchaser will assist with audits and provide all relevant information, and that the Vendor shall keep the Purchaser reasonably informed of the progress of any such audit and/or contest, shall consult with the Purchaser in connection with any significant actions in respect of any such audit and/or contest in a timely fashion to allow the Purchaser a reasonable opportunity for review and input in respect of such actions and shall not enter into any settlement or judgmentwith respect to such audit and/or contest without receiving the prior written consent of the Purchaser (such consent not to be unreasonably withheld). The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as Purchaser, on the one hand, and the Vendor, on the other hand, shall fully cooperate in good faith in connection with any such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)audit or other proceeding.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches The obligations of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends Seller to seek indemnity indemnify the Purchaser Indemnitees under SECTION 7.02 of this Agreement with respect thereto to Purchaser Damages and the obligations of Purchaser to indemnify the Seller Indemnitees under SECTION 7.03 of this Agreement with respect to Seller Damages, in either case resulting from the Company assertion of liability by third parties (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchasereach, as the case may be, in such capacity, an a “Indemnifying PartyClaim”), such Indemnified Party shall will be subject to the following terms and conditions: (a) Any party against whom any Claim is asserted will give the indemnifying party written notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or such Claim promptly after learning of such Claim, and the indemnifying party may, at its option, undertake the defense of such Claim by it in respect representatives of which indemnity may be sought hereunderits own choosing. Failure to give prompt notice of a Claim under this Agreement shall not affect the indemnifying party’s obligations under this ARTICLE VII, but except to the extent the indemnifying party is materially prejudiced by such failure to so notify give prompt notice. If the indemnifying party, within thirty (30) days after notice of any such Indemnifying Party shall not relieve Claim, or such Indemnifying Party from any liability that it may have on account of this Article VIshorter period as is reasonably required, so long as such failure shall not have materially prejudiced fails to assume or diligently pursue the position defense of such Indemnifying Party. Upon such notificationClaim, the Indemnifying Party shall Purchaser Indemnitee or the Seller Indemnitee, as the case may be, against whom such Claim has been made will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at the expense, of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Proceeding brought by a third partyClaim at any time prior to settlement, and, after compromise or final determination of such assumptionClaim. If the indemnifying party assumes such defense, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such ProceedingPurchaser Indemnitee or the Seller Indemnitee, except as described below. In any such Proceedingthe case may be, any Indemnified Party shall have the right to retain participate in the defense thereof and to employ counsel, at its own counsel expense (including local counselwhich expense shall not constitute a Purchaser Damage or Seller Damage, as applicable, unless the Purchaser Indemnitee or the Seller Indemnitee, as the case may be, reasonably determines that the indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Purchaser Indemnitee or the Seller Indemnitee, as the case may be, and only to the extent that such expenses are reasonable), but separate from the counsel employed by the Purchaser Indemnitee or the Seller Indemnitee, as the case may be, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Purchaser Indemnitee or the Seller Indemnitee, as the case may be, for any period during which the indemnifying party has not assumed the defense thereof; provided, however, that the indemnifying party shall not be required to pay for more than one such counsel shall be at the expense of such Indemnified Party unless for all indemnified parties in connection with any Claim. (ib) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed Anything in this SECTION 7.04 to the contrarycontrary notwithstanding, (iii) in the reasonable determination indemnifying party shall not enter into any settlement or compromise of counsel for the Indemnified Partyany action, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual suit or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, proceeding or consent to the entry of any judgment or enter into any settlement (i) that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such Indemnified Party the Seller Indemnitee or the Purchaser Indemnitee, as the case may be, of a written release from all liability in respect of such claim. The Indemnifying Party shall not action, suit or proceeding or (ii) for other than monetary damages to be liable for any settlement of any Proceeding effected borne by the indemnifying party, without its the prior written consent (of the Seller Indemnitee or the Purchaser Indemnitee, as the case may be, which consent shall not be unreasonably withheld. (c) The indemnifying party and the Seller Indemnitee or Purchaser Indemnitee, delayed as applicable, shall provide each other such cooperation as may be reasonably requested and at the expense of the indemnifying party in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or conditioned by such Indemnifying Party)discharge of any claim in respect of which indemnity is sought under this ARTICLE VII, including, but if settled with such consent or if there be final judgment for the plaintiffnot limited to, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided providing the indemnifying party with a written undertaking reasonable access to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder employees and officers (which shall include breaches of fiduciary duty if permitted above)including as witnesses) and other information.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article VIII (a “Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing (a “Notice of Claim”) of such Indemnifying Third Party shall Claim. Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 8.5, the Indemnifying Indemnitor will have 45 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of such Indemnified Party the Indemnitor unless (i) the Indemnifying Party Indemnitor shall have failed failed, within the time period specified, after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to promptly assume and thereafter conduct the defense of such defenseThird Party Claim, or (ii) the Indemnifying employment of such counsel has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and the Indemnified will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party shall have mutually agreed Claim. The Indemnitor will not consent to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement except with the written consent of the Indemnitee; provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnitees (or any Affiliate thereof) or (B) any violation of the rights of any Person, (iii) there is no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iv) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably conditioned, withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably conditioned, withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement. (d) In the plaintiff, event that (i) an Indemnitee gives a Notice of Claim to the Indemnifying Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 8.5 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 8.5, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably conditioned, withheld or delayed). Notwithstanding Sections 9.1 or 10.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article VIII with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (e) Each Party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each Party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (including claims for breaches the “Indemnified Party”) shall give prompt notice, and in any event within ten (10) days, to the other Party (in this Section, the “Indemnifying Party”) of fiduciary dutiesany such Claims made upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification shall be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defence. (b) is made against an The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 7.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 7.3(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified Party seeking indemnityany Claim at its own expense. (d) (each The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (e) If the Indemnifying Party shall does not assume the defense control of such Proceeding brought by a third party, and, after such assumptionClaim as permitted in Section 7.3(b), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with make such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified PartyClaim as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the Claim shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Section (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, assumption the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter with reasonable diligence conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article X (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.4, the Indemnifying Indemnitor will have 10 Business Days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation or dispute resolution proceeding resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, or (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any the Taxes, the Seller IP, or an action against an Indemnitee’s officers, directors or employees; (iv) the Third Party Claim involves a material customer or supplier of the Business; (v) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (vi) the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim; (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement; or (viii) the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this Article X. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond or other satisfactory security to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will take all reasonable steps necessary in the defense, prosecution, or settlement of such claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party Claim. The Indemnitor will not consent to the entry of any judgment or award or enter into any settlement except with the written consent of the Indemnitee to which the Indemnitor is obligated to furnish indemnification pursuant to this Agreement; provided that the consent of the Indemnitee shall have failed not be required if all of the following conditions are met: (i) the terms of the judgment or award or proposed settlement include as an unconditional term thereof the giving to promptly assume and thereafter conduct the Indemnitees by the third party of a release of the Indemnitees from all Liability in respect of such defenseThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnifying Party Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnified Party shall have mutually agreed to the contraryIndemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained full by the Indemnifying Indemnitor. The Indemnitor shall conduct the defense of the Third Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party Claim actively and any other party represented by such counsel in such proceeding. No Indemnifying Partydiligently, and the Indemnitee will provide reasonable cooperation in the defense of a third-party claimthe Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, shall, except with the consent of the Indemnified Party, Indemnitee will not consent to the entry of any judgment or enter into any settlement that does with respect to the Third Party Claim without the prior written consent of the Indemnitor (not include as an unconditional term thereof to be unreasonably withheld or delayed). Notwithstanding the giving foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that, in such event, subject to the following sentence, it shall waive any right to indemnity therefor by the claimant or plaintiff Indemnitor for such claim unless the Indemnitor shall have consented to such Indemnified payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any judgment or enter into any settlement of any Proceeding effected with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for award or settlement. (f) In the plaintiff, event that (i) an Indemnitee gives Notice of Claim to the Indemnifying Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 10.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 10.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall act reasonably in the conduct of the Third Party Defense but in any event shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or award or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment or award consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 11.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article X with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If (a) All claims for indemnification pursuant to this ARTICLE 11 shall be made in accordance with this ARTICLE 11. In the case of a claim Claim by a Purchaser Indemnified Party or a Vendor Indemnified Party (in either case, an “Indemnified Party”), the Indemnified Party shall give written notice to the Vendors, or to the Purchasers, as the case may be (the “Indemnifying Parties”) of the Claim, setting out all facts and bases for the Claim and, to the extent possible the amount, or an estimate of the Claim. (b) In the case of Claims made by a third party with respect to which indemnification is sought, the Indemnified Party shall give prompt notice, and in any event within 20 days, to the Indemnifying Parties of any such Claims made upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay materially prejudiced the defence of the Claim or increased the amount of liability or cost of defense. (including claims for breaches c) The Indemnifying Party(ies) shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of fiduciary duties) is made against an the notice described in Section 11.6(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party(ies) acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (d) Upon the assumption of control of any Claim by the Indemnifying Party(ies) as set out in Section 11.6(a), the Indemnifying Party(ies) shall diligently proceed with the defence, compromise or settlement of the Claim at its or their sole expense, including if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party(ies) with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party(ies) all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party(ies) are reasonably necessary to enable the Indemnifying Party(ies) to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified any Claim at its own expense. The Indemnifying Party seeking indemnity) (each shall not settle any Claim without the prior written consent of the Company Indemnified Party(ies), such consent not to be unreasonably withheld. (e) The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or the Purchaserinvalidity, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, Claim against the Indemnifying Party shall Party(ies). (f) If the Indemnifying Party(ies) does not assume the defense control of such Proceeding brought by a third party, and, after such assumptionClaim as permitted in Section 11.6(a), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with make such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified PartyClaim as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the Claim shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted aboveParty(ies).

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party in respect of which indemnification may be sought under the provisions of this Article XII (including claims for breaches “Third-Party Claim”), the Indemnitee shall promptly notify the Indemnitor in writing (“Notice of fiduciary dutiesClaim”) is made against an Indemnified of such Third-Party Claim. Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any liability it may have to the Indemnitee, except and only to the extent that such Indemnified Party intends failure or delay causes actual harm to seek indemnity or otherwise prejudices the Indemnitor with respect thereto from to such Third-Party Claim. The Notice of Claim shall set forth the Company amount, if known, or, if not known, a good faith estimate of the foreseeable amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description in reasonable detail of the basis for such Third-Party Claim. Notwithstanding the foregoing, in the case of a Purchaser Indemnified Party seeking any claim for indemnification hereunder by or against one or more Seller(s), Sellers’ Representative shall act on behalf of such indemnitySeller(s) for the purposes of this Section 12.05 and any actions taken (or the Purchaser (in the case not taken) by Sellers’ Representative on behalf of a Company Indemnified Party seeking indemnity) (each of the Company any such Seller shall be binding on such Seller as an Indemnitor or the PurchaserIndemnitee, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable hereunder. All notices to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity Seller under this Section 12.05 may be sought hereunder, but failure provided by Buyer to so notify Sellers’ Representative in lieu of providing such Indemnifying Party shall not relieve such Indemnifying Party from notice to any liability that it may have on account specific Seller. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 12.05, the Indemnifying Party shall Indemnitor will have sixty (60) days from the date on which the Indemnitor receives the Notice of Claim (the “Response Period”) to notify the Indemnitee that the Indemnitor wishes to assume the defense or prosecution of such Proceeding brought by Third-Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) (a third party“Third-Party Defense”). The Indemnitee will reasonably cooperate with the Indemnitor during such Response Period (including providing such information and documents relating to such Third-Party Claim as the Indemnitor may reasonably request) as Indemnitor determines whether it wishes to assume such Third-Party Defense. Further, and, after such assumptionduring the Response Period, the Indemnified Indemnitor and Indemnitee shall reasonably cooperate with one another with respect to any answers, filings, notices or responses required with respect to such Third Party Claim, and the Indemnitee shall not be entitled to reimbursement make any material admission of any expenses thereafter incurred by it legal liability, fault or wrongdoing in connection with such Proceedingmatter. If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, except as described belowthe Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall hold the Indemnitee harmless from and against the full amount of any Losses resulting therefrom (subject to the terms and conditions of this Agreement, including the limitations set forth herein). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain employ separate counsel, at its own counsel expense, in any such Third-Party Defense and to participate therein. (including local counsel), but c) The Indemnitor will not be entitled to assume the fees and expenses of such counsel shall be at the expense of such Indemnified Third-Party unless Defense if: (i) the Indemnifying Third-Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct or in lieu of monetary damages, any injunctive or other equitable relief (except where such defense, non-monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) the Indemnifying Third-Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal Proceeding, Action, indictment, allegation or investigation; (iii) the Third-Party Claim relates to or arises in connection with any Action relating to Environmental Requirements; (iv) the Third-Party Claim seeks monetary damages in excess of the limitations set forth in this Agreement; (v) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third-Party Claim; (vi) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third-Party Claim; or (vii) the Indemnitor fails to provide reasonable assurance at the time of the assumption to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement. (d) If by reason of a Third-Party Claim in respect of which the Indemnitor is liable for any indemnification hereunder, a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third-Party Defense, it will take reasonably necessary steps in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third-Party by counsel obtained by Claim for which the Indemnifying Party would be inappropriate due Indemnitor is liable pursuant to actual or potential conflicting interests between such Indemnified Party the terms and any other party represented by such counsel in such proceedingconditions of this Article XII, subject to the terms and conditions of this Agreement and the limitations set forth herein. No Indemnifying PartyFurther, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, Indemnitor will not consent to the entry of any judgment or enter into any settlement on behalf of the Indemnitee except with the written consent of the Indemnitee (not to be unreasonably withheld, conditioned or delayed); provided, that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitee(s) by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitee(s) from all liability in respect of such claimThird-Party Claim, (ii) there is no finding or admission of any violation of Law by the Indemnitees (or any Affiliate thereof), and (iii) the primary form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third-Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third-Party Claim. So long as the Indemnitor is reasonably conducting the Third-Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement of with respect to the Third-Party Claim, nor will the Indemnitee take any Proceeding effected action with respect to such Third-Party Claim or the defense thereof without its the prior written consent of the Indemnitor (which shall not to be unreasonably withheld, delayed conditioned or conditioned by such Indemnifying Partydelayed), but if settled with such consent or if there be final judgment for . Notwithstanding the plaintiffforegoing, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party Indemnitee shall have provided the indemnifying party with right to pay or settle any such Third-Party Claim; provided, that in such event it shall waive any right to indemnification therefor by the Indemnitor for such claim unless the Indemnitor shall have consented in writing to such payment or settlement. (f) In the event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the Indemnitor fails or elects not to assume a written undertaking Third-Party Defense which the Indemnitor had the right to reimburse assume under this Section 12.05, or (ii) the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to assume the Third-Party Defense pursuant to this Section 12.05, the Indemnitee shall defend, conduct and control the Third-Party Defense, with counsel of its choice, subject to the terms and conditions of this Agreement and the limitations set forth herein at the Indemnitee’s sole cost and expense unless prompt written notice of such Third-Party Claim was not provided to the Indemnitee by the Indemnitor. In each case, the Indemnitee shall conduct the Third-Party Defense actively and diligently and any Indemnitor shall have the right to employ separate counsel, at its own expense, in any such Third-Party Defense and to participate therein, and the Indemnitee shall keep the Indemnitor reasonably informed of the progress of any such Third-Party Defense. Further, the Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to such Third-Party Claim except with the written consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed); provided, that the consent of the Indemnitor shall not be required if all of the following conditions are met: (A) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitor(s) by the third party of a release of the Indemnitor from all liability in respect of such Third-Party Claim, (B) there is no finding or admission of any violation of Law by the Indemnitor (or any Affiliate thereof) and (C) the primary form of relief is monetary damages which are paid in full by the Indemnitee (subject to Indemnitee’s rights to seek indemnification hereunder (which shall include breaches of fiduciary duty if permitted abovepursuant to this Article XII, subject to the limitations with respect thereto, for any such amounts paid). (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third-Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its commercially reasonable efforts, in respect of any Third-Party Claim of which it has assumed the defense, to preserve the confidentiality of all Confidential Information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of claims for Damages made by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from to which indemnification is sought pursuant to this Agreement (“Claims”), the Company (in the case of a Purchaser Indemnified Party seeking such indemnityindemnification (the “Indemnified Party”) or shall give prompt notice, and in any event within 30 days, to the Purchaser other Party (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), ) of any such Claims made upon it. If the Indemnified Party shall fails to give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereundernotice, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the position defence of the Claim or increased the amount of liability or cost of defence. (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 8.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party. (c) Upon the assumption of control of any Claim by the Indemnifying Party. Upon such notificationParty pursuant to Section 8.3(b), the Indemnifying Party shall assume diligently proceed with the defense defence, compromise or settlement of such Proceeding brought by a third partythe Claim at its sole expense, including if necessary, employment of counsel and experts reasonably satisfactory to the Indemnified Party and, after in connection with such assumptiondefence, the Indemnified Party shall not be entitled cooperate fully, but at the reasonable expense of the Indemnifying Party, to reimbursement make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other reasonable steps as in the opinion of any expenses thereafter incurred by it in connection with counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such Proceeding, except as described belowdefence. In any such Proceeding, any The Indemnified Party shall also have the right to retain participate in the negotiation, settlement or defence of any Claim at its own expense; provided, however, that if the Indemnified Party reasonably believes that there is a conflict of interest between its interests and the interests of the Indemnifying Party or counsel (including local counsel)chosen by the Indemnifying Party or 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, but then the fees and expenses Indemnified Party may retain counsel of such counsel shall be its own, at the expense of such Indemnified Party unless (i) the Indemnifying Party. The Indemnifying Party shall have failed to promptly assume and thereafter conduct such defensenot, (ii) without the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to such Claim or that provides for any relief other than monetary damages. (d) The final determination of any Claim pursuant to this Section 8.3, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Claim against the Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a claim (a) Promptly after receipt by any person entitled to indemnification hereunder (an "INDEMNIFIED PARTY") of notice of the commencement of any action, suit or proceeding by a third person not a party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it this Agreement in respect of which indemnity may be sought hereunderthe indemnified party will seek indemnification hereunder (a "THIRD PARTY ACTION"), the indemnified party shall notify the person that is obligated to provide such indemnification (the "INDEMNIFYING PARTY") thereof in writing, but any failure to so notify such Indemnifying Party the indemnifying party shall not relieve such Indemnifying Party it from any liability that it may have on account of this Article VIto the indemnified party hereunder, so long as except to the extent that the indemnifying party is prejudiced by the failure to give such failure notice. The indemnifying party shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume be entitled to participate in the defense of such Proceeding brought by a third Third Party Action and to assume control of such defense (including settlement of such Third Party Action) with counsel reasonably satisfactory to such indemnified party; provided, andhowever, after such assumption, that: (b) the Indemnified Party indemnified party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-such Third Party Action and to employ counsel at its own expense to assist in the handling of such Third Party Action; (c) the indemnifying party claim, shall, except with shall obtain the consent prior written approval of the Indemnified Partyindemnified party before entering into any settlement of such Third Party Action or ceasing to defend against such Third Party Action, if pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief would be imposed against the indemnified party or the indemnified party would be adversely affected thereby; (d) no indemnifying party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party each indemnified party of a release from all liability in respect of such claimThird Party Action; and (e) the indemnifying party shall not be entitled to control the defense of any Third Party Action unless the indemnifying party confirms in writing its assumption of such defense and continues to pursue the defense reasonably and in good faith. The Indemnifying After written notice by the indemnifying party to the indemnified party of its election to assume control of the defense of any such Third Party Action in accordance with the foregoing, (i) the indemnifying party shall not be liable to such indemnified party hereunder for any settlement legal expenses subsequently incurred by such indemnified party attributable to defending against such Third Party Action, and (ii) as long as the indemnifying party is reasonably contesting such Third Party Action in good faith, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge the claim underlying, such Third Party Action without the indemnifying party's prior written consent. If the indemnifying party does not assume control of the defense of such Third Party Action in accordance with this Section 2.3, the indemnified party shall have the right to defend and/or settle such Third Party Action in such manner as it may deem appropriate at the cost and expense of the indemnifying party, and the indemnifying party will promptly reimburse the indemnified party in accordance with this Section 2.3. The reimbursement of fees, costs and expenses required by this Section 2.3 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (f) If an indemnified party has actual knowledge of any Proceeding effected without its written consent (facts or circumstances other than the commencement of a Third Party Action which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses cause in good faith it to an Indemnified Party as reasonably incurred so long as believe that it is entitled to indemnification hereunder then such indemnified party shall have provided promptly give the indemnifying party with a written undertaking notice thereof in writing, but any failure to reimburse so notify the indemnifying party for all amounts so advanced if shall not relieve it is ultimately determined from any liability that it may have to the indemnified party hereunder, as the case may be, except to the extent that the indemnifying party is not entitled prejudiced by the failure to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)give such notice.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary dutiesa) is made against A Person entitled to indemnification under this Article VI (an “Indemnified Party”) will give prompt written notice to the Party and such Indemnified Party intends obligated to seek provide the indemnity with respect thereto from hereunder (the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) of any claim, such assertion, event, condition or proceeding by any third party concerning any liability or damage as to which the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but request indemnification under this Article VI. The failure to so notify give such Indemnifying Party shall notice will not relieve such the Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced hereunder unless and solely to the position of such Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume did not know of such event and such failure results in the forfeiture of substantial rights or defenses. (b) An Indemnifying Party will have the right, upon written notice to the Indemnified Party, to conduct at its expense the defense against any third party claim in its own name, or, if necessary, in the name of such Proceeding brought by a third party, and, after such assumptionthe Indemnified Party. When the Indemnifying Party assumes the defense, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall will have the right to retain its own approve the defense counsel (including local counsel), but and the fees and expenses of such counsel shall be at the expense of such Indemnified Party will have no liability for any compromise or settlement of any claim that is effected without its prior written consent, unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) sole relief provided is monetary damages that are paid in full by the Indemnifying Party and the such compromise or settlement includes a release of each Indemnified Party shall have mutually agreed to from any liabilities arising out of the contrary, third party claim. (iiic) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by If the Indemnifying Party would be inappropriate due delivers a notice electing to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in conduct the defense of a third-third party claim, shall, except with the consent of the Indemnified PartyParty will, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof at the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party)'s expense, but if settled cooperate with such consent or if there be final judgment for the plaintiff, and make available to the Indemnifying Party shall indemnify such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. If the Indemnifying Party does not deliver a notice electing to conduct the defense of a third party claim, the Indemnified Party from will have the sole right to conduct such defense and against any Loss by reason the Indemnified Party may pay, compromise or defend such third party claim or proceeding at the Indemnifying Party's expense. Regardless of such settlement or judgment. The whether the Indemnifying Party will advance expenses to an defends the third party claim, the Indemnified Party as reasonably incurred so long as such indemnified party shall will have provided the indemnifying party with a written undertaking right at its sole expense to reimburse participate in the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches defense assisted by counsel of fiduciary duty if permitted above).its own choosing. ARTICLE VII

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article VIII (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 8.4, the Indemnifying Indemnitor will have ten (10) days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, or (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any Environmental Action; (iv) the Third Party Claim relates to or arises in connection with any action related to the Intellectual Property. (v) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim; (vi) the Third Party Claim involves a material customer or supplier of the Business; (vii) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (viii) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim; or (ix) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement or the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this Article VIII. (d) If, by reason of the Third Party Claim, a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by Claim (subject to the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedinglast sentence of Section 8.4(b)). No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee to which the Indemnitor is obligated to furnish indemnification pursuant to this Agreement; provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability Liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that, in such event, subject to the following sentence, it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement. (f) In the plaintiff, event that (i) an Indemnitee gives Notice of Claim to the Indemnifying Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 8.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 8.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 9.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article VII with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a (a) In the event that Buyer (“Indemnitee” for purposes of this Section) receives notice of the assertion of any claim or the commencement of any Proceeding by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article X (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing (“Notice of Claim”) of such Indemnifying Third Party shall Claim. Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.3, the Indemnifying Indemnitor will have ten (10) days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a third party“Third Party Defense”); provided, andhowever, after that if the Indemnitor assumes the Third Party Defense in accordance with the foregoing, Indemnitor shall nonetheless have the right to discontinue such assumption, Third Party Defense if Indemnitor later in good faith determines that such Third Party Claim is not within the Indemnified Party shall not be entitled to reimbursement scope of any expenses thereafter incurred by it in connection its indemnity obligation hereunder and provides Indemnitee with written notice of such Proceeding, except as described belowdetermination and a reasonably detailed explanation setting forth the basis of its conclusion. In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless the applicable Third Party Claim is properly within the scope of Indemnitor’s indemnity obligation under Sections 10.1 and 10.2 above and (a) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, (c) the Indemnitor shall have improperly discontinued its Third Party Defense pursuant to the foregoing provisions, or (d) the employment of such counsel at Indemnitor’s cost has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any Environmental Action or actions with respect to intellectual property; (iv) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim; (v) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (vi) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third Party Claim; or (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond or other security satisfactory to the Indemnitee, in its sole but reasonable discretion, to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense and unless and until Indemnitor elects to discontinue such Third Party Defense, it will take all steps necessary in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by Claim to the Indemnifying extent such Third Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in Claim is properly within the defense of a third-party claim, shall, except with the consent scope of the Indemnified Party, Indemnitor’s indemnity obligations under this Article X. The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed); provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (a) any violation of Law by the Indemnitees (or any Affiliate thereof), (b) any violation of the rights of any Person and (c) no effect on any other Proceeding or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. The Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed) and agreed to indemnify Indemnitee therefor. If the Indemnitor is not reasonably conducting the Third Party Defense in good faith and Indemnitee gives notice of such failure to Indemnitor and the same continues for beyond a reasonable period of time for Indemnitor to cure such behavior, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement to the plaintiffextent the applicable Third Party Claim is properly within the scope of Indemnitor’s indemnity obligations under this Article X. (f) In the event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the Indemnitor fails or elects not to assume a Third Party Defense which the Indemnitor had the right to assume under this Section 10.3, (ii) the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 10.3, or (iii) the Indemnitor assumes such Third Party Defense but later elects to discontinue such Third Party Defense, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor (in the event such Third Party Defense is properly within the scope of Indemnitor’s indemnity obligations under this Article X). In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 11.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article X with respect to such Proceeding or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a claim by In any case where the person seeking indemnification under this Agreement (herein referred to as the “Indemnified Party”) seeks indemnification for a third party claim, suit or proceeding (including claims for breaches of fiduciary dutiesherein referred to as a “Third Party Claim”), such indemnification will be conditioned on such Indemnified Party’s compliance with the following procedures: (i) is made against an The Indemnified Party and such Indemnified Party intends will give prompt written notice to seek indemnity with respect thereto the person from the Company whom indemnification is sought (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, herein referred to as the case may be, in such capacity, an “Indemnifying Party”) of each claim for indemnification under this Agreement, specifying the amount and nature of the claim (herein referred to as a “Notice of Claim”). Provided that such Notice of Claim is given (unless the failure to provide such Notice of Claim does not prejudice the interests of the Indemnifying Party), such Indemnified and the Indemnifying Party shall give notice has not contested in writing the Indemnified Party’s right to indemnification as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderset forth below, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party, at its own expense and using counsel of its own choosing, will promptly defend, contest and otherwise protect against any such claim, suit or proceeding. Upon such notificationIf within a reasonable time period following the receipt of a Notice of Claim, the Indemnifying Party shall assume contests in writing the defense Indemnified Party’s right to indemnification with respect to the Third Party Claim described in the Notice of such Proceeding brought by a third party, and, after such assumptionClaim, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with will defend against and contest such Proceeding, except as described below. In any such Proceeding, any Indemnified Third Party shall have the right to retain its own counsel Claim. (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (iii) If the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defenseis defending against the Third Party Claim, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrarymay, (iii) in the reasonable determination of counsel for the Indemnified Partybut will not be obligated to, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-party claimany such Third Party Claim, shallsuit or proceeding, except with the consent at its own expense and using counsel of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party)own choosing, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify will be entitled to control the defense thereof unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter. The Indemnified Party will cooperate and against any Loss by reason provide such assistance as the Indemnifying Party reasonably may request in connection with the Indemnifying Party’s defense and will be entitled to recover from the Indemnifying Party the reasonable costs of providing such settlement or judgmentassistance. The Indemnifying Party will advance expenses to an inform the Indemnified Party as reasonably incurred so long as on a regular basis of the status of such indemnified party shall have provided claim, suit or proceeding and the indemnifying party with a Indemnifying Party’s defense thereof. (iii) In any Third Party Claim the defense of which is controlled by the Indemnifying Party, the Indemnifying Party will not, without Indemnified Party’s prior written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).consent, compromise or settle such claim, suit or proceeding if:

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article IX (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 9.4, the Indemnifying Indemnitor will have 10 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the reasonable fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, or (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) The Indemnitor will not be entitled to assume the Third Party Defense if (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any Environmental Action; (iv) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim; (v) the Third Party Claim involves a material customer or supplier of the Business; (vi) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (vi) the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim; (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement; or (viii) the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this Article IX. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingClaim. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, The Indemnitor will not consent to the entry of any judgment or enter into any settlement that does except with the prior written consent, not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed of the Indemnitee. The Indemnitor shall conduct the defense of the Third Party Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not consent to the entry of any judgment or conditioned enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnitor for such Indemnifying Partyclaim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, but if settled the Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor and the Indemnitor shall reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement. (f) In the plaintiff, event that (i) an Indemnitee gives Notice of Claim to the Indemnifying Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 9.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 9.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor which costs and expense will include reasonable attorneys’ fees. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 9.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article IX with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a claim (a) Subject to Section 9.8, in the case of Claims made by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from to which indemnification is sought, the Company (in the case of a Purchaser Indemnified Party seeking such indemnityindemnification (the “Indemnified Party”) or shall give prompt notice, and in any event within 15 days, to the Purchaser other Party (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party ) of any Proceeding commenced against or by such Claims made upon it including a description of such third party Claim in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account reasonable detail including the sections of this Article VIAgreement which form the basis for such Claim, so long as such failure shall not have materially prejudiced the position copies of all material written evidence of such Indemnifying Party. Upon such notification, Claim in the Indemnifying Party shall assume the defense possession of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not and the actual or estimated amount of the damages that have been or will be entitled to reimbursement of any expenses thereafter incurred sustained by it in connection with such Proceedingan Indemnified Party, except as described below. In any such Proceeding, any Indemnified including reasonable supporting documentation therefor. (b) The Indemnifying Party shall have the right right, by notice to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent given not later than 30 days after receipt of the Indemnified Partynotice described in Section 10.3(a), consent to entry assume the control of any judgment the defence, compromise or enter into any settlement that does not include as an unconditional term thereof of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claimClaim. The Indemnifying Party shall not be liable for any entitled to assume control of such defence, compromise or settlement of a Claim (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party if the Indemnifying Party has been advised by its counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party. (c) Upon the assumption of control of any Proceeding effected Claim by the Indemnifying Party as set out in Section 10.3(b), the Indemnifying Party may proceed with the defence, compromise or settlement of the Claim at its sole expense, including if necessary, employment of counsel and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defence of any Claim at its own expense. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any third party Claim, the Indemnifying Party shall not settle any third party Claim without its the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. (d) The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be of such Claim against the Indemnifying Party. (e) If the Indemnifying Party does not assume control of a Claim as permitted in Section 10.3(b), the obligation of the Indemnifying Party to indemnify the Indemnified Party in respect of such Claim shall terminate if the Indemnified Party settles such Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)delayed.

Indemnification Procedures for Third Party Claims. If a i) Promptly after notice to an Indemnitee of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such Indemnitee shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party Indemnitee pursuant to this Section, give written notice to the Client, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided , however, that the failure of any Indemnitee to seek indemnity with respect thereto from give such notice shall not relieve the Company (in Client of its obligations hereunder, except to the extent that the Client is actually prejudiced by the failure to give such notice. ii) In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan Indemnitee, the Indemnifying Party shall Client shall, upon notice as provided above, assume the defense of such Proceeding brought by a third partythereof, with counsel reasonably satisfactory to the Indemnitee, and, after such assumptionnotice from the Client to the Indemnitee of its assumption of the defense thereof, the Indemnified Party Client shall not be entitled liable to reimbursement of such Indemnitee for any legal or other expenses thereafter subsequently incurred by it the Indemnitee in connection with the defense thereof (but the Indemnitee shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the Indemnitee as a result of any settlement or compromise thereof that is effected by the Indemnitee (without the written consent of the Client). iii) Anything in this Section 12 notwithstanding, if both the Client and the Indemnitee are named as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such Proceeding, except as described below. In then the Client may decline to assume the defense on behalf of the Indemnitee or the Indemnitee may retain the defense on its own behalf, and , in either such case, after notice to such effect is duly given hereunder to the other party, the Client shall be relieved of its obligation to assume the defense on behalf of the Indemnitee, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred by the Indemnitee in such defense. iv) If the Client assumes the defense of any such Proceeding, any Indemnified Party the Indemntiee shall have cooperate fully with the right to retain its own counsel (including local counsel)Client and shall appear and give testimony, but produce documents and other tangible evidence, and otherwise assist the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct Client in conducting such defense. The Client shall not, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with without the consent of the Indemnified PartyIndemnitee, consent to entry of any judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability in respect of such claimclaim or Proceeding. Provided that proper notice is duly given, if the Client shall fail promptly and diligently to assume the defense thereof, then the Indemnitee may respond to, contest and defend against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and recover from the Client the entire cost and expense thereof including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The Indemnifying Party indemnification required hereunder shall not be liable for any settlement made by periodic payments of any Proceeding effected without its written consent (which shall not be unreasonably withheldthe amount thereof during the course of the investigation or defense, delayed as and when bills or conditioned by such Indemnifying Party)invoices are received or loss, but if settled with such consent liability, obligation, damage or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement expense is actually suffered or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)incurred.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification shall give prompt written notice, and in any event within 20 days, to the other Party of any such Claims made upon it. In the event of a failure to give such notice, such failure shall not preclude the Party seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defense of the Claim or increased the amount of liability or cost of defense and provided that, notwithstanding anything else herein contained, no claim for indemnity in respect of the breach of any representation or warranty contained herein may be made unless notice of such claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 6.2. (including claims for breaches b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 60 days after receipt of fiduciary dutiesthe notice described in subsection (a) is made against an to assume the control of the defense, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in subsection (b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments, provide access to any Real Property or Purchased Assets for the purpose of carrying out investigations or remedial actions and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate reasonably in the case negotiation, settlement or defence of a Company Indemnified Party seeking indemnityany Claim at its own expense. (d) (each The final determination of any Claim pursuant to this Section, including all related costs and expenses, will be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in be of such capacity, an “Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (e) If the Indemnifying Party shall does not assume the defense control of such Proceeding brought by a third party, and, after such assumptionClaim as permitted in subsection (b), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) indemnity from the Indemnifying Party shall have failed to promptly assume and thereafter conduct in respect of such defense, (ii) the Indemnifying Party and Claim if the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of settles such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with Claim without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any suit, action, proceeding, claim, demand or written notice made by any third party against an Indemnified Party (a "Third Party Claim"), the Indemnified Party must notify the party of whom it is requesting such indemnification (the "Indemnifying Party") in writing of the Third Party Claim within thirty (30) calendar days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party has suffered material prejudice by such failure. If a claim by a third party (including claims for breaches of fiduciary duties) Third Party Claim is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall be entitled, if it so chooses, to elect to compromise or assume the defense thereof by delivering written notice to such effect to the Indemnified Party within thirty (30) calendar days or such shorter period as is reasonably required, following receipt by the Indemnifying Party of the notice of the Third Party Claim. If the Indemnifying Party elects to compromise or assume the defense of any Third Party Claim, it may not agree to any settlement or compromise of such Proceeding brought claim, other than a settlement or compromise solely for monetary damages for which the Indemnifying Party shall be responsible, without the prior written consent of the Indemnified Party. The Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party in connection with such compromise or defense and shall have the right to participate in such compromise or defense with counsel (but not more than one firm) selected (with the consent of the Indemnifying Party, not to be withheld unreasonably) and paid for by the Indemnifying Party. Except as otherwise provided, regardless of which party assumes the defense of a third partyThird Party Claim, and, after such assumption, (i) the Indemnified Party shall not be entitled to reimbursement settle or compromise any Third Party Claim without the consent of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defenseParty, (ii) the Indemnifying Party shall not withhold unreasonably consent to any settlement or compromise of such claim and (iii) the Indemnified Party and the Indemnifying Party shall have mutually agreed to cooperate in any settlement or compromise of such claim, whether by the contrary, (iii) in the reasonable determination of counsel for Indemnifying Party or the Indemnified Party, representation of such Indemnified Party by counsel obtained by as the case may be. In the event the Indemnifying Party would be inappropriate due to actual does not compromise or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffClaim, the Indemnifying Party shall indemnify promptly pay to the Indemnified Party from all reasonable costs and against any Loss expenses incurred or to be incurred by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party in defending any claim in advance of the final disposition thereof; provided, however, that if it ultimately is determined by a court of competent jurisdiction (from whose decision no appeals may be taken or the time for appeal has lapsed) that the Indemnified Party was not entitled to indemnity hereunder, then the Indemnified Party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for repay promptly all amounts so advanced if it is ultimately determined that advanced. The Indemnified Party shall deliver to the indemnified party is not entitled Indemnifying Party statements of the reasonable costs and expenses so incurred, or to indemnification hereunder (which be incurred, on a monthly basis, and the Indemnifying Party shall include breaches of fiduciary duty if permitted above)pay promptly to the Indemnified Party the amounts shown on such statements.

Indemnification Procedures for Third Party Claims. If A party entitled to indemnification hereunder shall herein be referred to as an "Indemnitee." A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an "Indemnitor." Within ten (10) Business Days after an Indemnitee receives notice of any third party claim or the commencement of any Proceeding by any third party which such Indemnitee reasonably believes may give rise to a claim by for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a third party (including claims for breaches of fiduciary duties) claim in respect thereof is to be made against an Indemnified Party and Indemnitor under Section 7, notify such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice Indemnitor in writing as promptly as reasonably practicable in reasonable detail of such Proceeding and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from such third party; provided, that the failure of an Indemnitee to provide such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party notice shall not relieve such Indemnifying Party from Indemnitor of any liability that it may have on account of to an Indemnitee under this Article VI9, so long as except to the extent Indemnitor demonstrates that such failure shall not have materially prejudiced prejudices the position defense of such Indemnifying Partyclaim. Upon receipt of such notificationnotice, Indemnitor will be entitled to participate in such Proceeding and, to the Indemnifying Party shall extent that it wishes (unless (i) Indemnitor is also a party to such Proceeding and such Indemnitee determines in good faith, upon advice of counsel, that conflicts of interest exist as a result of which joint representation would be inappropriate, or (ii) Indemnitor fails to provide reasonable assurance to such Indemnitee of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding brought by a third party, with counsel reasonably satisfactory to such Indemnitee and, after notice from Indemnitor to such assumptionIndemnitee of its election to assume the defense of such Proceeding, Indemnitor will not, as long as it diligently conducts such defense, be liable to such Indemnitee under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by such Indemnitee in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnitor assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by Indemnitor without such Indemnitee's consent (such consent not to be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Applicable Law and no effect on any other claims that may be made against such Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by Indemnitor; and (ii) such Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. If the Indemnitor does not elect to assume the defense of such claim or action within ten (10) Business Days of the Indemnitee's delivery of notice of such a claim or action, the Indemnified Party Indemnitee shall be entitled to assume the defense thereof. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 7, the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such claim or action without the consent of the Indemnitor, which consent shall not be entitled unreasonably withheld or delayed. The parties hereto agree to reimbursement render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or action, including making employees available on a mutually convenient basis to provide additional information and explanation of any relevant materials or to testify at any proceedings relating to such claim or action; provided, that, Seller shall reimburse Buyer for all of Buyer's reasonable out-of-pocket expenses thereafter incurred by it at Seller's request in connection with such Proceedingassistance, except as described below. In any such Proceeding, any Indemnified Party and Buyer shall have the right to retain its own counsel (including local counsel), but the fees and reimburse Seller for all of Seller's reasonable out-of-pocket expenses of such counsel shall be incurred at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) Buyer's request in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled connection with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)assistance.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (including claims for breaches the Indemnified Party) shall give prompt notice, and in any event within ten (10) days, to the other Party (in this Section, the Indemnifying Party) of fiduciary dutiesany such Claims made upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification shall be reduced to the extent that such delay prejudiced the defense of the Claim or increased the amount of liability or cost of defense. (b) is made against an The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 6.03(a), to assume the control of the defense, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 6.03(b), the Indemnifying Party shall diligently proceed with the defense, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defense. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defense of a Company Indemnified Party seeking indemnityany Claim at its own expense. (d) (each The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (e) If the Indemnifying Party shall does not assume the defense control of such Proceeding brought by a third party, and, after such assumptionClaim as permitted in Section 6.03(b), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with make such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified PartyClaim as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the Claim shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If In any case where a claim by Person shall seek indemnification under this Agreement (the "Indemnified Party"), for a third party (including claims for breaches of fiduciary duties) is made against an claim, suit or proceeding that has been asserted or threatened in writing to the Indemnified Party and such (a "Third Party Claim"), the Indemnified Party intends to seek indemnity shall comply with respect thereto from the Company following procedures: (in the case of a Purchaser Indemnified Party seeking such indemnitya) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such The Indemnified Party shall give prompt written notice in writing as ("Notice") of any Third Party Claim to the party from whom such indemnification is sought (the "Indemnifying Party"), specifying the amount and nature of such Third Party Claim. (b) The Indemnifying Party shall promptly as defend, contest, and protect the Indemnified Party against such Third Party Claim, at its own expense and using counsel of its own choosing, which shall be reasonably practicable satisfactory to such the Indemnified Party; provided, however, that the failure of the Indemnified Party to give prompt notice hereunder shall not relieve the Indemnifying Party of any Proceeding commenced against or by it its obligation to indemnify unless such breach prejudices the interests of the Indemnifying Party, in respect of which indemnity may be sought hereunder, but failure to so notify such case the Indemnifying Party shall be relieved only to the extent of such prejudice. (c) The Indemnified Party may, but shall not be obligated to, participate in the defense of such Third Party Claim at its own expense and using counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense thereof unless the Indemnified Party shall relieve such the Indemnifying Party from any all liability that it for such Third Party Claim. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party reasonably may have request in connection with the Indemnifying Party's defense and shall be entitled to recover from the Indemnifying Party the reasonable costs of providing such assistance. The Indemnifying Party shall inform the Indemnified Party on account a regular basis, and at the Indemnified Party's request, of this Article VI, so long as such failure shall not have materially prejudiced the position status of such Third Party Claim and the Indemnifying Party. Upon such notification's defense thereof. (d) If the Indemnifying Party shall control the defense of a Third Party Claim, the Indemnifying Party shall assume not compromise or settle such Third Party Claim without the defense Indemnified Party's prior written consent, if: (i) such compromise or settlement would impose an injunction or other equitable relief upon the Indemnified Party; or (ii) such compromise or settlement does not include the unconditional release of the Indemnified Party from all liability arising from or relating to such Proceeding brought by a third partyThird Party Claim. (e) If the Indemnifying Party fails promptly to defend, andcontest, after or otherwise protect against such assumptionThird Party Claim, the Indemnified Party may, but shall not be entitled to reimbursement of obligated to, defend, contest, or otherwise protect itself against the same, and make any expenses thereafter incurred by it compromise or settlement thereof in connection with such Proceedingits sole discretion, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) recover from the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and all Losses of the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual arising from or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff relating to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed compromise or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)settlement.

Indemnification Procedures for Third Party Claims. If (a) A Person entitled to indemnification pursuant to Section 8.1 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” Indemnitee shall inform Indemnitor of any indemnifiable Damages arising out of a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity an Indemnitee may be sought hereunderseek indemnification pursuant to Section 8.1 (a “Third Party Claim”) as soon as reasonably practicable after the Third Party Claim arises, but it being understood and agreed that the failure to so notify give such Indemnifying Party shall notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party from any liability that it may have on account Indemnitor is actually and materially prejudiced as a result of this Article VI, so long as such failure shall not have materially prejudiced to give notice. (b) If the position Indemnitor has acknowledged in writing to the Indemnitee within thirty (30) days of receipt of the Third Party Claim the Indemnitor’s responsibility for defending such Indemnifying Party. Upon such notificationThird Party Claim, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party Indemnitor shall have the right to retain defend, at its own counsel (including local counsel)sole cost and expense, but the fees and expenses of such counsel Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnitor to a final conclusion or settled at the expense discretion of such Indemnified Party the Indemnitor; provided, however, that the Indemnitor may not enter into any compromise or settlement unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual compromise or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include includes as an unconditional term thereof thereof, the giving by the each claimant or plaintiff to such Indemnified Party the Indemnitee of a release from all liability in respect of such claim. The Indemnifying Third Party Claim; and (ii) the Indemnitee consents to such compromise or settlement, which consent shall not be liable withheld or delayed unless such compromise or settlement involves (A) any admission of legal wrongdoing by the Indemnitee, (B) any payment by the Indemnitee that is not indemnified hereunder or (C) the imposition of any equitable relief against the Indemnitee. If the Indemnitor does not elect to assume control of the defense of a Third Party Claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, upon at least ten (10) Business Days’ prior written notice to the Indemnitor of its intent to do so, to undertake the defense of such Third Party Claim for the account of the Indemnitor (with counsel reasonably selected by the Indemnitee and approved by the Indemnitor, such approval not to be unreasonably withheld or delayed), provided, that the Indemnitee shall keep the Indemnitor apprised of all material developments with respect to such Third Party Claim and promptly provide the Indemnitor with copies of all correspondence and documents exchanged by the Indemnitee and the opposing party(ies) to such litigation. The Indemnitee may not compromise or settle such litigation without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld or delayed. (c) The Indemnitee may participate in, but not control, any defense or settlement of any Proceeding effected without Third Party Claim controlled by the Indemnitor pursuant to this Section 8.2 and shall bear its written consent (which own costs and expenses with respect to such participation; provided, however, that the Indemnitor shall not be unreasonably withheld, delayed or conditioned by bear such Indemnifying Party), but costs and expenses if settled with such consent or if there be final judgment counsel for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party Indemnitor shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately reasonably determined that such counsel may not properly represent both the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnitor and the Indemnitee.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article X (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.4, the Indemnifying Indemnitor will have 10 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, or (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any Environmental Action; (iv) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim; (v) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (vi) the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim; (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement; or (viii) the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this Article X. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by Claim (subject to the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedinglast sentence of Section 10.4(b)). No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee to which the Indemnitor is obligated to furnish indemnification pursuant to this Agreement; provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability Liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that, in such event, subject to the following sentence, it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement. (f) In the plaintiff, event that (i) an Indemnitee gives Notice of Claim to the Indemnifying Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 10.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 10.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 11.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article X with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If In order for a party (the “Indemnified Party”) to be entitled to any indemnification under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party, other than any Tax Proceeding (a third party (including claims for breaches of fiduciary duties) is made against an Indemnified “Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyClaim”), such Indemnified Party shall give notice must notify (i) the Purchaser, in writing the case of indemnification pursuant to Section 11.04, or (ii) each Seller from which indemnification is being sought, in the case of indemnification pursuant to Section 11.02 and Section 13.05(a) (in each case, as applicable, the “Indemnifying Party”) (with a copy, in the case of clause (ii), to the Representative), in each case, in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderpossible after receipt, but in no event later than ten (10) Business Days after such Indemnified Party’s knowledge of such Third Party Claim; provided that failure to so notify give such Indemnifying Party notification on a timely basis shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced affect the position of such Indemnifying Party. Upon such notification, indemnification provided hereunder except to the extent the Indemnifying Party shall assume the defense have been actually and materially prejudiced as a result of such Proceeding brought by a third party, and, after such assumptionfailure. Thereafter, the Indemnified Party shall not be entitled deliver to reimbursement the Indemnifying Party (with a copy, where the Indemnifying Party is a Seller, to the Representative), within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of any expenses thereafter incurred all notices and documents (including court papers) received by it in connection with such Proceeding, except as described below. In any such Proceeding, any the Indemnified Party relating to the Third Party Claim; provided that failure to give such notification on a timely basis shall have not affect the right indemnification provided hereunder except to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) extent the Indemnifying Party shall have failed to promptly assume been actually and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation materially prejudiced as a result of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)failure.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (including claims for breaches the “Indemnified Party”) shall give prompt notice, and in any event within 20 days, to the other Party (the “Indemnifying Party”) of fiduciary dutiesany such Claims made upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense. (b) is made against an The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 12.2(a) , to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 12.2(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including if necessary, employment of counsel and experts reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified Party seeking indemnityany Claim at its own expense. (d) (each The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, . (e) If the Indemnifying Party shall does not assume the defense control of such Proceeding brought by a third party, and, after such assumptionClaim as permitted in Section 12.2(b), the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with make such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified PartyClaim as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the Claim shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a (a) In the event that any Person that is seeking indemnification (“Indemnitee”) from any other party hereto (“Indemnitor”) pursuant to the provisions of this Agreement receives notice of the assertion of any claim or the commencement of any action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article VI (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account of this Article VIto the Indemnitee, so long as except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable amount of claimed Losses (which estimate shall not have materially prejudiced be conclusive of the position final amount of such Indemnifying Party. Upon Losses) and a description of the basis for such notificationThird Party Claim. (b) If the Indemnitor does not give notice to the Indemnitee that it disputes any Notice of Claim within 10 days after its receipt of the Notice of Claim, the Indemnifying Party claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. The Indemnitee shall assume have the right (but not the obligation), with counsel of its choice, to defend, conduct and control the defense of such Proceeding brought by a third partyany Third Party Claim at the sole cost and expense of the Indemnitor, and, after such assumption, and the Indemnified Party shall not be entitled to reimbursement Indemnitor will provide reasonable cooperation in the defense of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowThird Party Claim. In any such Proceeding, any Indemnified Party The Indemnitee shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed consent to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include with respect to the Third Party Claim on such terms as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)may deem appropriate.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of claims made by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from to which indemnification is sought, the Company (in the case of a Purchaser Indemnified Party seeking such indemnityindemnification (the “Indemnified Party”) or shall give prompt notice, and in any event within ten (10) days, to the Purchaser other Party (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) of any such claims made upon it including a description of such third party claim in reasonable detail including the sections of this Agreement which form the basis for such claim, copies of all material written evidence of such claim in the possession of the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party and the actual or estimated amount of any Proceeding commenced against the damages that have been or will be sustained by it in respect of which indemnity may be sought hereunderan Indemnified Party, but failure to so notify such including reasonable supporting documentation therefor. (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not relieve later than thirty (30) days after receipt of notice described in Section 8.1(a) to assume the control of the defence, compromise or settlement of the claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party. (c) Upon the assumption of control of any claim by the Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationset out in Section 8.1(b), the Indemnifying Party shall assume diligently proceed with the defense defence, compromise or settlement of such Proceeding brought by a third partythe claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, after such assumptionin connection therewith, the Indemnified Party shall not be entitled co-operate fully, but at the expense of the Indemnifying Party with respect to reimbursement any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of any expenses thereafter incurred by it in connection with counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such Proceeding, except as described belowdefence. In any such Proceeding, any The Indemnified Party shall also have the right to retain participate in the negotiation, settlement or defence of any claim at its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the expense. The Indemnifying Party shall have failed to promptly assume and thereafter conduct such defensenot, (ii) without the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the prior written consent of the Indemnified Party, consent settle, compromise or offer to entry of settle or compromise any judgment or enter into any third party claim if such settlement that (i) does not include as an unconditional term thereof the giving written release by the claimant or plaintiff to such of the Indemnified Party of a release from all liability in respect of such claim. The Indemnifying third party claim or (ii) would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party shall not be liable for or any settlement of its Affiliates or (B) a finding or admission of a violation of applicable laws, wrongdoing or violation of the rights of any Proceeding effected without Person by the Indemnified Party or any of its written consent Affiliates. (which d) The final determination of any claim pursuant to this Section 8.1(b), including all related costs and expenses, shall not be unreasonably withheldbinding and conclusive upon the Parties as to the validity or invalidity, delayed or conditioned by as the case may be of such claim against the Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, . (e) If the Indemnifying Party shall does not assume control of a claim as permitted in Section 8.1(b), the obligation of the Indemnifying Party to indemnify the Indemnified Party from and against any Loss by reason in respect of such settlement or judgment. The Indemnifying Party will advance expenses to an claim shall terminate if the Indemnified Party as reasonably incurred so long as settles such indemnified party shall have provided claim without the indemnifying party with a written undertaking to reimburse consent of the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnifying Party.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this ARTICLE IX other than Section 9.9 (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing (“Notice of Claim”) of such Indemnifying Third Party shall Claim. Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm or prejudice to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 9.4, the Indemnifying Indemnitor will have 10 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice (reasonably satisfactory to the Indemnitee) and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, or (C) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) the Third Party Claim relates to or arises in connection with any Environmental Action; (iv) the Third Party Claim involves a material customer or supplier of any Acquired Company; (v) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (vi) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third Party Claim; (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement; or (viii) the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this ARTICLE IX. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will take all steps necessary in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by Claim (subject to the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party terms and any other party represented by such counsel in such proceedingconditions of this Agreement). No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee (not to be unreasonably withheld or delayed); provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement (subject to the plaintiff, terms and conditions of this Agreement). (f) In the Indemnifying event that (i) an Indemnitee gives Notice of Claim to the Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 9.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 9.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 10.9 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third-Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this ARTICLE IX with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. If a claim ‌ (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Indemnified Party seeking indemnification shall give prompt notice, and in any event within 20 days, to the other Party (the “Indemnifying Party”) of any such Claims made upon it including claims (i) a description of such third party Claim in reasonable detail including the sections of this Agreement which form the basis for breaches such Claim, (ii) the actual or estimated amount of fiduciary dutiesthe damages that have been or will be sustained by an Indemnified Party, and (iii) is made against an reasonable supporting documentation. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification will be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense.‌ (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 10 days after receipt of the notice described in Section 8.7(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim.‌ (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 8.7(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and the Indemnified Party shall cooperate fully with such defence, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified any Claim at its own expense. The Indemnifying Party seeking indemnity) (each shall not settle any Claim without the prior written consent of the Company Indemnified Party, such consent not to be unreasonably withheld. (d) The final determination of any Claim pursuant to this Section 8.7, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”. (e) If the Indemnifying Party does not assume control of a Claim as permitted in Section 8.7(b), such the obligation of the Indemnifying Party to indemnify the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity such Claim shall terminate if the Indemnified Party settles such Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld. (f) If any Claim made by a third party is of a nature that the Indemnified Party is required by applicable Law to incur losses or make a payment to any third party with respect to the Claim before completion of settlement negotiations or related legal proceedings, the Indemnified Party may be sought hereunder, but failure to so notify incur such losses or make such payment and the Indemnifying Party shall not relieve shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such Losses on payment. If the amount of any liability of the Indemnified Party under such third party Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after the receipt of the difference from any liability that it may have on account of this Article VIthe third party, so long as such failure shall not have materially prejudiced pay to the position Indemnifying Party the amount of such Indemnifying difference, together with any interest on it paid by the third party to the Indemnified Party. Upon such notificationIn addition, the Indemnifying Party shall assume post all security required by any court, regulatory body or other authority having jurisdiction, including for purposes of enabling the defense of such Proceeding brought Indemnifying Party to contest any Claim made by a third party, and, after such assumption, the . (g) The Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed co-operate fully with each other and shall keep each other fully advised with respect to Claims made by third parties (including supplying copies of all relevant documentation promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted abovebecomes available).

Indemnification Procedures for Third Party Claims. (a) If a claim by a third party (including claims for breaches of fiduciary duties) is made asserts a claim against an Indemnified Party and such Indemnified Party intends a party entitled to seek indemnity indemnification with respect thereto from the Company to such claim under this Agreement (in the case of a Purchaser "Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”"), such the Indemnified Party shall give notice in writing to the party required to provide indemnification ("Indemnifying Party") promptly after the Indemnified Party has actual Knowledge (without any obligation to conduct due inquiry) of the claim as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereundersought, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall permit the Indemnifying Party (at the Indemnifying Party's expense) to assume the defense of the claim or litigation resulting from it at the sole cost and expense of the Indemnifying Party. In such a case, the Indemnifying Party may select counsel of its choosing, who shall be lead counsel and shall have mutually agreed control of any litigation, subject to the contraryterms of this Section 7.3; provided, (iii) in however, that the reasonable determination Indemnified Party may continue to participate, subject to the remaining terms of this Section 7.3, by counsel for of the Indemnified Party's choosing, representation of such provided that counsel to the Indemnified Party by counsel obtained by shall be at the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such sole cost and expense of the Indemnified Party and any other party represented by such counsel in such proceeding. Party. (b) No Indemnifying Party, in the defense of defending such a third-party claimclaim or litigation, shall, except with the consent of the Indemnified Party's prior written consent (not to be unreasonably withheld), consent to entry of any judgment or enter into any a settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such releasing the Indemnified Party of a release from all liability with respect to the claim or litigation. (c) If the Indemnifying Party does not accept the defense of a matter as provided in this Section 7.3, the Indemnified Party may defend against the claim and, with the Indemnifying Party's prior written consent (not to be unreasonably withheld), settle or agree to pay the claim. (d) The Parties will cooperate in defending claims or litigation subject to this Section 7.3 and make their records available to the others in connection with the defense. (e) If an Indemnified Party recovers an amount under this ARTICLE VII in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffLosses, the Indemnifying Party or Parties shall indemnify be subrogated, to the extent of that recovery, to the Indemnified Party from and Party's rights against any Loss by reason third parties (except an insurer providing insurance coverage under one of such settlement or judgment. The Indemnifying Party will advance expenses its policies) with respect to those Losses. (f) If an Indemnified Party as reasonably incurred so long as is insured with respect to a Loss, and if the insurer provides counsel with respect to a claim arising out of the Loss, such indemnified party counsel shall have control of the defense of such claim in preference to counsel for the Indemnifying Party, provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled insurer acknowledges that the insurer has no subrogation or similar claim against the Indemnifying Party. Notwithstanding the foregoing, if the amount of such Loss could reasonably be expected to indemnification hereunder (which exceed the amount of available insurance coverage, counsel for the Indemnifying Party shall include breaches be permitted to fully participate in the defense of fiduciary duty if permitted above)the claim, and such counsel and counsel selected by the insurer shall fully cooperate and coordinate their efforts in defending such claim.

Indemnification Procedures for Third Party Claims. If a claim by In any case where the person seeking indemnification under this Agreement (herein referred to as the “Indemnified Party”) seeks indemnification for a third party claim, suit or proceeding (including claims for breaches of fiduciary dutiesherein referred to as a “Third Party Claim”), such indemnification will be conditioned on such Indemnified Party’s compliance with the following procedures: (i) is made against an The Indemnified Party and such Indemnified Party intends will give prompt written notice to seek indemnity with respect thereto the person from the Company whom indemnification is sought (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, herein referred to as the case may be, in such capacity, an “Indemnifying Party”) of each claim for indemnification under this Agreement, specifying the amount and nature of the claim (herein referred to as a “Notice of Claim”). Provided that such Notice of Claim is given (unless the failure to provide such Notice of Claim does not prejudice the interests of the Indemnifying Party), such Indemnified and the Indemnifying Party shall give notice has not contested in writing the Indemnified Party’s right to indemnification as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderset forth below, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party, at its own expense and using counsel of its own choosing, will promptly defend, contest and otherwise protect against any such claim, suit or proceeding. Upon such notificationIf within a reasonable time period following the receipt of a Notice of Claim, the Indemnifying Party shall assume contests in writing the defense Indemnified Party’s right to indemnification with respect to the Third Party Claim described in the Notice of such Proceeding brought by a third party, and, after such assumptionClaim, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with will defend against and contest such Proceeding, except as described below. In any such Proceeding, any Indemnified Third Party shall have the right to retain its own counsel Claim. (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (iii) If the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defenseis defending against the Third Party Claim, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrarymay, (iii) in the reasonable determination of counsel for the Indemnified Partybut will not be obligated to, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-party claimany such Third Party Claim, shallsuit or proceeding, except with the consent at its own expense and using counsel of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party)own choosing, but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify will be entitled to control the defense thereof unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter and against any Loss by reason as may be subject to the advance approval of the North Carolina Attorney General. The Indemnified Party will cooperate and provide such settlement or judgmentassistance as the Indemnifying Party reasonably may request in connection with the Indemnifying Party’s defense and will be entitled to recover from the Indemnifying Party the reasonable costs of providing such assistance. The Indemnifying Party will advance expenses to an inform the Indemnified Party as reasonably incurred so long as on a regular basis of the status of such indemnified party shall have provided claim, suit or proceeding and the indemnifying party with a Indemnifying Party’s defense thereof. (iii) In any Third Party Claim the defense of which is controlled by the Indemnifying Party, the Indemnifying Party will not, without Indemnified Party’s prior written undertaking consent, compromise or settle such claim, suit or proceeding if: (y) such compromise or settlement would impose an injunction or other equitable relief upon the Indemnified Party; or (z) such compromise or settlement does not include the third party’s release of the Indemnified Party from all liability relating to reimburse such claim, suit or proceeding for which the indemnifying party for all amounts so advanced if it Indemnified Party is ultimately determined that the indemnified party is not entitled to indemnification hereunder be indemnified. (which shall include breaches iv) If the Indemnifying Party fails to timely defend, contest, or otherwise protect against any such claim, suit, or proceeding, and fails to contest in writing the Indemnified Party’s right to indemnification, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same.. (v) The obligation of fiduciary duty if permitted above)a party to indemnify the other party’s officers, directors, employees and agents in accordance with this Section 13 may be enforced exclusively by the other party and nothing herein will be construed to grant such officers, directors, employees and agents any individual rights, remedies, obligations or liabilities with respect to the parties. The parties may amend or modify this Agreement in any respect without the consent of such officers, directors, employees and agents.

Indemnification Procedures for Third Party Claims. If The following procedures shall apply to any Third Party Claim for which an OSI Party or a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the PurchaserSerono Party, as the case may be, in such capacity, an “Indemnifying be (the "Indemnified Party”"), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure entitled to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of indemnification under this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying X. To be eligible to be indemnified for a Third Party shall assume the defense of such Proceeding brought by a third party, and, after such assumptionClaim, the Indemnified Party shall (i) provide the party required to indemnify the Indemnified Party (the "Indemnifying Party") with prompt written notice of the Third Party Claim giving rise to the indemnification obligation under this Article X, which notice shall include a reasonable identification of the alleged facts giving rise to such Third Party Claim; provided, however, that the failure to provide prompt notice shall not be entitled to reimbursement relieve the Indemnifying Party of any expenses thereafter incurred by it of its obligations under this Article X except to the extent the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Third Party Claim; and (iii) not settle, admit (unless legally required to do so) or materially prejudice the Third Party Claim without the Indemnifying Party's prior written consent. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in connection with such Proceedingthe defense of any Third Party Claim. Notwithstanding the foregoing, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its own participate and have counsel (including local counsel)selected by it participate, but at ---------------- -45- the fees and expenses of such counsel shall be at Indemnified Party's expense, in any action for which the expense of such Indemnified Party unless (i) seeks to be indemnified by the Indemnifying Party. The Indemnifying Party shall have failed to promptly assume and thereafter conduct such defensenot settle or compromise, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed or consent to the contraryentry of any judgment with respect to, (iii) in any Third Party Claim, without the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall will not be unreasonably withheldwithheld or delayed; provided, delayed or conditioned by such Indemnifying Party)however, but if settled with such consent or if there be final judgment for the plaintiff, that the Indemnifying Party shall indemnify may settle or compromise any Third Party Claim if the settlement or compromise provides for an unconditional release of the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a i) Promptly after notice to an Indemnitee of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such Indemnitee shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party Indemnitee pursuant to this Section, give written notice to the Client, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any Indemnitee to seek indemnity with respect thereto from give such notice shall not relieve the Company (in Client of its obligations hereunder, except to the extent that the Client is actually prejudiced by the failure to give such notice. ii) In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan Indemnitee, the Indemnifying Party shall Client shall, upon notice as provided above, assume the defense of such Proceeding brought by a third partythereof, with counsel reasonably satisfactory to the Indemnitee, and, after such assumptionnotice from the Client to the Indemnitee of its assumption of the defense thereof, the Indemnified Party Client shall not be entitled liable to reimbursement of such Indemnitee for any legal or other expenses thereafter subsequently incurred by it the Indemnitee in connection with the defense thereof (but the Indemnitee shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the Indemnitee as a result of any settlement or compromise thereof that is effected by the Indemnitee (without the written consent of the Client). iii) Anything in this Section 12 notwithstanding, if both the Client and the Indemnitee are named as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such Proceeding, except as described below. In then the Client may decline to assume the defense on behalf of the Indemnitee or the Indemnitee may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given hereunder to the other party, the Client shall be relieved of its obligation to assume the defense on behalf of the Indemnitee, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred by the Indemnitee in such defense. iv) If the Client assumes the defense of any such Proceeding, any Indemnified Party the Indemntiee shall have cooperate fully with the right to retain its own counsel (including local counsel)Client and shall appear and give testimony, but produce documents and other tangible evidence, and otherwise assist the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct Client in conducting such defense. The Client shall not, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with without the consent of the Indemnified PartyIndemnitee, consent to entry of any judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party Indemnitee of a release from all liability in respect of such claimclaim or Proceeding. Provided that proper notice is duly given, if the Client shall fail promptly and diligently to assume the defense thereof, then the Indemnitee may respond to, contest and defend against such Proceeding and may make in good faith any compromise or settlement with respect thereto, and recover from the Client the entire cost and expense thereof including, without limitation, reasonable attorneys' fees and disbursements and all amounts paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The Indemnifying Party indemnification required hereunder shall not be liable for any settlement made by periodic payments of any Proceeding effected without its written consent (which shall not be unreasonably withheldthe amount thereof during the course of the investigation or defense, delayed as and when bills or conditioned by such Indemnifying Party)invoices are received or loss, but if settled with such consent liability, obligation, damage or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement expense is actually suffered or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)incurred.

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this Article X (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) Subject to the further provisions of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationSection 10.4, the Indemnifying Indemnitor will have 10 days (or less if the nature of the Third Party shall Claim requires) from the date on which the Indemnitor received the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution of such Proceeding brought by Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a third party, and, after such assumption“Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance with the preceding sentence, the Indemnified Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation hereunder and shall not be entitled to reimbursement hold the Indemnitee harmless from and against the full amount of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowLosses resulting therefrom (subject to the terms and conditions of this Agreement). In any such Proceeding, any Indemnified Party Any Indemnitee shall have the right to retain its own employ separate counsel (including local counsel)in any such Third Party Defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have failed, within the time after having been notified by the Indemnitee of the existence of the Third Party Claim as provided in the first sentence of this paragraph (b), to assume the defense of such Indemnified Third Party unless Claim, or (B) the employment of such counsel has been specifically authorized in writing by the Indemnitor, which authorization shall not be unreasonably withheld. (c) The Indemnitor will not be entitled to assume the Third Party Defense if: (i) the Indemnifying Third Party shall have failed Claim seeks, in addition to promptly assume and thereafter conduct such defenseor in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim relates to the contraryor arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (iii) under applicable standards of professional conduct, a conflict on any significant issue exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim; (iv) the Third Party Claim involves a material customer or supplier of the Business; (v) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to or materially injure the Indemnitee’s reputation or future business prospects; (vi) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to use commercially reasonable efforts to vigorously prosecute or defend such Third Party Claim; (vii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense and provide indemnification in accordance with the provisions of this Agreement; or (viii) the Third Party Claim would give rise to Losses which are more than the amount indemnifiable by the Indemnitor pursuant to this Article X. (d) If by reason of the Third Party Claim a Lien, attachment, garnishment or execution is placed upon any of the property or assets of the Indemnitee, the Indemnitor, if it desires to exercise its right to assume such Third Party Defense, must furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment or execution. (e) If the Indemnitor assumes a Third Party Defense, it will use reasonable efforts in the reasonable determination of counsel for the Indemnified Partydefense, representation prosecution, or settlement of such Indemnified claim or litigation and will hold all Indemnitees harmless from and against all Losses caused by or arising out of such Third Party by counsel obtained by Claim (subject to the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedinglast sentence of Section 10.4(b)). No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, The Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee (not to be unreasonably withheld or delayed) to which the Indemnitor is obligated to furnish indemnification pursuant to this Agreement; provided that does the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the claimant or plaintiff to such Indemnified Party third party of a release of the Indemnitees from all liability Liability in respect of such claimThird Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnitees (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other Action or claims of a similar nature that may be made against the Indemnitees (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnitor. The Indemnifying Indemnitor shall conduct the defense of the Third Party shall Claim actively and diligently, and the Indemnitee will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnitor is reasonably conducting the Third Party Defense in good faith, the Indemnitee will not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that, in such event, subject to the following sentence, it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to consent to the entry of any Proceeding effected judgment or enter into any settlement with respect to the Third Party Claim without its the prior written consent (which of the Indemnitor and the Indemnitor shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled reimburse the Indemnitee promptly for all Losses incurred in connection with such consent judgment or if there be final judgment for settlement. (f) In the plaintiff, event that (i) an Indemnitee gives Notice of Claim to the Indemnifying Indemnitor and the Indemnitor fails or elects not to assume a Third Party shall indemnify Defense which the Indemnified Party from and against any Loss by reason of such settlement Indemnitor had the right to assume under this Section 10.4 or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided (ii) the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnitor is not entitled to indemnification hereunder assume the Third Party Defense pursuant to this Section 10.4, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor shall not be determinative of the validity of the claim, except with the consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding Section 11.6 hereof, in connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article X with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. If the Indemnitor does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnitee shall include breaches have no obligation to do so. (g) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of fiduciary duty if permitted above)any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges.

Indemnification Procedures for Third Party Claims. (a) If a any third party shall notify any party entitled to indemnification pursuant to Section 9.1 or 9.2 (the “Indemnified Party”) with respect to any claim by involving a third party (including claims a “Third Party Claim”) in respect of which such party determines to assert a claim for breaches of fiduciary duties) is made indemnification against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company other party (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) under this Section 9.1 or 9.2, such then the Indemnified Party shall give promptly (and in any event within 10 Business Days after receiving notice in writing as promptly as reasonably practicable to such of the Third Party Claim) notify the Indemnifying Party of any Proceeding commenced against or by it thereof in respect of which indemnity may be sought hereunder, but failure writing. Failure to so notify such the Indemnifying Party shall not relieve such the Indemnifying Party from of any liability that it may have on account of this Article VIto the Indemnified Party, so long as such failure shall not have materially prejudiced except to the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume extent the defense of such Proceeding brought claim is actually materially prejudiced by a third party, and, after such assumption, the Indemnified Party shall not be entitled Party’s failure to reimbursement of any expenses thereafter incurred by it in connection with give such Proceeding, except as described below. In any such Proceeding, any Indemnified notice. (b) The Indemnifying Party shall have the right right, at its sole option and expense, to retain be represented by counsel of its own counsel choice, reasonably satisfactory to the Indemnified Party, and to assume and thereafter conduct the defense of any Third Party Claim and if the Indemnifying Party elects to assume and thereafter conduct the defense of any Third Party Claim, it shall within 30 days (including local counsel)or sooner, but if the fees and expenses nature of such counsel shall be at the expense of such Third Party Claim so requires) (the “Dispute Period”) notify the Indemnified Party unless of its intent to do so. If the Indemnifying Party elects to assume and thereafter conduct the defense of any Indemnification Claim, (i) the Indemnifying Party shall have failed use its commercially reasonable efforts to promptly assume defend and thereafter conduct protect the interests of the Indemnified Party with respect to such defenseThird Party Claim, (ii) the Indemnified Party, prior to or during the period in which the Indemnifying Party and assumes the defense of such matter, may take such reasonable actions as the Indemnified Party shall have mutually agreed deems necessary to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the contraryIndemnified Party’s rights to defense and indemnification pursuant to this Agreement, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such shall indemnify the Indemnified Party for any Losses arising out of such claim and shall not be able to claim that it does have any other party represented by such counsel in such proceeding. No Indemnifying Partyindemnification obligations with respect thereto and (iv) the Indemnified Party may participate, at its sole cost and expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if, (A) so requested by the Indemnifying Party to participate or (B) in the reasonable opinion of counsel to the Indemnified Party, a third-party claim, shall, except conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Third Party Claim. The Indemnifying Party shall keep the Indemnified Party advised of the status of any such Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. The Indemnifying Party shall not in the defense of a Third Party Claim or any litigation resulting therefrom settle, compromise or permit a default or consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) unless such settlement, compromise or judgment (i) includes a full release from all liability with respect of such claim or litigation in favor of the Indemnified Party, (ii) does not entail an admission of liability on the part of any Indemnified Party, (iii) is solely for monetary damages that will be promptly paid by Indemnifying Party, (iv) does not adversely affect the ongoing business of the Indemnified Party, and (v) is such that the Indemnifying Party will indemnify the Indemnified Parties for any and all Losses arising therefrom or out of the claim giving rise thereto, and then only with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). (c) Unless the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9.3(b) within the Dispute Period, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate; provided, however, that in no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof with respect to the giving by Third Party Claim without the claimant or plaintiff to such Indemnified Party prior written consent of a release from all liability in respect of such claim. The the Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which consent shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted abovedelayed).

Indemnification Procedures for Third Party Claims. If a (a) In the event that any Person that is seeking indemnification (“Indemnitee”) from any other Party (“Indemnitor”) pursuant to the provisions of this Agreement receives notice of the assertion of any claim or the commencement of any action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderunder the provisions of this ARTICLE VII (“Third Party Claim”), but failure to so the Indemnitee shall promptly notify the Indemnitor in writing of such Indemnifying Third Party shall Claim (“Notice of Claim”). Failure or delay in notifying the Indemnitor will not relieve such Indemnifying Party from the Indemnitor of any liability that Liability it may have on account of this Article VIto the Indemnitee, so long as except and only to the extent that such failure or delay causes actual material harm to the Indemnitor with respect to such Third Party Claim. The Notice of Claim shall set forth the amount, if known, or, if not have materially prejudiced known, an estimate of the position foreseeable amount of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party claimed Losses (which estimate shall not be entitled conclusive of the final amount of such Losses) and a description of the basis for such Third Party Claim. (b) If the Indemnitor does not give notice to reimbursement the Indemnitee that it disputes any Notice of any expenses thereafter incurred by it Claim within sixty (60) days after its receipt of the Notice of Claim, the claim specified in connection with such Proceeding, except as described belowNotice of Claim will be conclusively deemed a Loss subject to indemnification hereunder. In any such Proceeding, any Indemnified Party The Indemnitor shall have the right (but not the obligation), with counsel of its choice reasonably acceptable to retain Indemnitee, to defend, conduct and control the defense of any Third Party Claim which (i) involves only monetary damages and does not seek any injunction or other equitable relief and (ii) does not relate to any criminal or regulatory enforcement action, and any litigation or other proceeding resulting from such Third Party Claim, at the sole cost and expense of the Indemnitor, and the Indemnitee will provide reasonable cooperation in the defense of any Third Party Claim. In such case the Indemnitee may participate, at its own expense, in such defense. In the event that the Indemnitee determines in good faith that a conflict of interest exists or that there are defenses, claims or counterclaims available to the Indemnitee that are not available to the indemnifying party, then the Indemnitee shall have the option of obtaining its own counsel (including local counsel), but the fees and expenses of for such counsel shall be claim at the expense Indemnitor’s cost and expense. If the Indemnitor elects not to compromise or defend against the asserted liability, or fails to notify the Indemnitee of its election as herein provided, the Indemnitee may at the Indemnitor’s expense, pay, compromise or defend such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed asserted liability. Notwithstanding anything contained herein to the contrary, (iii) in neither the reasonable determination of counsel for Indemnitor nor the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent Indemnitee shall approve of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof or compromise with respect to any claim it may defend hereunder without the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its prior written consent (of the other party which shall consent may not be unreasonably withheld, delayed conditioned or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)delayed.

Indemnification Procedures for Third Party Claims. If a claim In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (including claims for breaches the “Indemnified Party”) shall give prompt notice, and in any event within 20 days, to the other Party (the “Indemnifying Party”) of fiduciary duties) is any such Claims made against an upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defence. The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 9.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 9.3(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel and experts reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified any Claim at its own expense. The Indemnifying Party seeking indemnity) (each shall not settle any Claim without the prior written consent of the Company Indemnified Party, such consent not to be unreasonably withheld. The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”. If the Indemnifying Party does not assume control of a Claim as permitted in Section 9.3(b), such the obligation of the Indemnifying Party to indemnify the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party Claim shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, terminate if the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with settles such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with Claim without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If (a) In the event that a third party files a lawsuit, enforcement action or other proceeding against a party entitled to indemnification under this Exhibit A (an "Indemnified Party") or the Indemnified Party receives notice of, or becomes aware of a condition or event which otherwise entitles such party to the benefit of any indemnity hereunder in connection with Losses incurred as a result of a claim by a third party Third Party (including claims for breaches of fiduciary duties) is made against an Indemnified a "Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”Claim"), such the Indemnified Party shall give written notice thereof (the "Claim Notice") promptly to each party obligated to provide indemnification pursuant to this Exhibit A (an "Indemnifying Party"). All Third Party Claims for indemnification by the Indemnified Party shall be bona fide. The Claim Notice shall describe in writing as promptly as reasonably practicable reasonable detail the nature of the Third Party Claim, including an estimate, if practicable, of the amount of Losses that have been or may be suffered or incurred by the Indemnified Party attributable to such Third Party Claim and the basis of the Indemnified Party's request for indemnification under this Agreement. Notwithstanding the foregoing, failure by an Indemnified Party to provide notice on a timely basis of a Third Party Claim shall not relieve the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought its obligations hereunder, but failure unless, and then solely to so notify such the extent that, the Indemnifying Party is prejudiced thereby. (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen days of its receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such Third Party Claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that Licensor shall have the priority and right to conduct the defense of any Third Party Claim which relates to (A) the Licensed Marks or any other intellectual property rights owned or used by Licensor or any of its affiliates, (B) the safety, quality, design or manufacture of any Licensed Products, or (C) any matter which adversely reflects on the name, reputation or goodwill of Licensor, any of its affiliates or any of their respective intellectual property rights, including any matter which would give Licensor the right to terminate its approval of any facility pursuant to Section 18 of this Agreement, and if any Licensor Indemnified Party is the Indemnified Party with respect to such Third Party Claim, Licensee shall be responsible for the cost of such defense. Regardless of which party conducts the defense of a Third Party Claim, the other party shall have the right to approve the defense counsel for such Third Party Claim, which approval shall not relieve such be unreasonably withheld or delayed, and in the event the Indemnifying Party from any liability that it may have on account of this Article VIand the Indemnified Party cannot agree upon such counsel within ten days after counsel is proposed, so long as such failure then the party conducting the defense shall propose an alternate defense counsel, which shall be subject again to the other party's approval, which approval shall not have materially prejudiced be unreasonably withheld or delayed. Notwithstanding the position foregoing, if the counsel retained by the party conducting the defense is prohibited by the applicable rules of legal ethics from representing both the Indemnifying Party and the Indemnified Party, then the party not conducting the defense may employ separate counsel to represent or defend it in any such claim, action, suit or proceeding and the Indemnifying Party shall pay the fees and disbursements of such separate counsel. If the Indemnified Party is conducting the defense of a Third Party Claim at the expense of the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, reimburse the Indemnified Party shall not be for the costs and expenses of such defense which constitute Losses for which the Indemnified Party is entitled to reimbursement indemnification pursuant to this Exhibit A on a monthly basis promptly after the Indemnifying Party's receipt of any expenses thereafter incurred an invoice therefor from the Indemnified Party. (c) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time and as prescribed by it clause (b) of this Section 3, or if the Indemnified Party has the right to defend such Third Party Claim pursuant to clause (b) of this Section 3 and has elected to do so, then, in connection with either such Proceedingevent, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its own conduct such defense in good faith with counsel (including local counsel)reasonably acceptable to the Indemnifying Party, but the fees Indemnified Party (or any insurance carrier defending such Third Party Claim on the Indemnified Party's behalf) shall be prohibited from compromising or settling the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Failure at any time of the party conducting the defense to diligently defend a Third Party Claim as required herein shall entitle the other party to assume the defense and expenses settlement of such counsel shall be Third Party Claim. (d) Regardless of which party conducts the defense of a Third Party Claim, the other party will cooperate with and make available to the party conducting the defense such assistance, personnel, witnesses and materials as such party may reasonably request, all at the expense of such Indemnified Party unless (i) the Indemnifying Party. Regardless of which party defends such Third Party Claim, the other party shall have failed the right at its expense to promptly assume and thereafter conduct such defense, (ii) participate in the Indemnifying Party and the defense assisted by counsel of its own choosing. Each Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the reasonably consult and cooperate with each Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Partywith a view towards mitigating Losses, in connection with Third Party Claims for which a party seeks indemnification under this Exhibit A. (e) Without the defense of a third-party claim, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Partydelayed), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify (or any insurance carrier defending such Third Party Claim on the Indemnifying Party's behalf) will not enter into any settlement of any Third Party Claim if, pursuant to or as a result of such settlement, such settlement could lead to liability or create any financial or other obligation on the part of the Indemnified Party from (including any obligation which would have a material and against any Loss by reason adverse impact on the ability of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided to conduct its business in the indemnifying party with a written undertaking to reimburse ordinary course ) for which the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party Indemnified Party is not entitled to indemnification hereunder hereunder. If the Indemnifying Party receives a firm offer to settle a Third Party Claim which contains an agreement on the part of a the Third Party to otherwise unconditionally release the Indemnified Party from any further Third Party Claims, which offer the Indemnifying Party is otherwise permitted to settle under this Section 3, and the Indemnifying Party desires to accept such offer, the Indemnifying Party will give prior written notice to the Indemnified Party to that effect. If the Indemnified Party objects to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party up to the point such notice had been delivered. (which f) If Licensee assigns all or any portion of its rights under this Agreement as permitted by Section 15.1, then for purposes of this Exhibit A and the actions and decisions to be made by Licensee and any assignee, GFSI shall include breaches be deemed to be the representative of fiduciary duty if permitted above)such assignee and Licensor and the Licensor Indemnified Parties shall be entitled to rely exclusively on the acts and omissions of GFSI with respect to actions to be taken by, or inferences from omissions of, either GFSI or such assignee.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party with respect to which indemnification is sought, the Indemnified Party seeking indemnification shall give prompt notice, and in any event within 30 days, to the other Party (the “Indemnifying Party”) of any such Claims made upon it including claims (i) a description of such third party Claim in reasonable detail including the sections of this Agreement which form the basis for breaches such Claim, (ii) the actual or estimated amount of fiduciary dutiesthe damages that have been or will be sustained by an Indemnified Party, and (iii) is made against an reasonable supporting documentation. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification will be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defense. (b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 20 days after receipt of the notice described in Section 8.8(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. (c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 8.8(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including if necessary, employment of counsel reasonably satisfactory to seek indemnity the Indemnified Party and the Indemnified Party shall cooperate fully with such defence, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses reasonably incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company any Claim at its own expense. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, unless the proposed settlement involves only the payment of money damages to be paid solely by or on behalf of the Indemnifying Party, makes no admission or acknowledgment of liability or culpability with respect to the Indemnified Party seeking indemnityand does not impose an injunction or other form of relief upon the Indemnified Party. (d) (each The final determination of any Claim pursuant to this Section 8.7, including all related costs and expenses, shall be binding and conclusive upon the Company Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”. (e) If the Indemnifying Party does not assume control of a Claim as permitted in Section 8.8(b), such the obligation of the Indemnifying Party to indemnify the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity such Claim shall terminate if the Indemnified Party settles such Claim without the consent of the Indemnifying Party. (f) If any Claim made by a third party is of a nature that the Indemnified Party is required by applicable Law to incur losses or make a payment to any third party with respect to the Claim before completion of settlement negotiations or related legal Proceedings, the Indemnified Party may be sought hereunder, but failure to so notify incur such losses or make such payment and the Indemnifying Party shall not relieve shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such Losses on payment. If the amount of any liability of the Indemnified Party under such third party Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after the receipt of the difference from any liability that it may have on account of this Article VIthe third party, so long as such failure shall not have materially prejudiced pay to the position Indemnifying Party the amount of such Indemnifying difference, together with any interest on it paid by the third party to the Indemnified Party. Upon such notificationIn addition, the Indemnifying Party shall assume post all security required by any court, regulatory body or other authority having jurisdiction, including for purposes of enabling the defense of such Proceeding brought Indemnifying Party to contest any Claim made by a third party, and, after such assumption, the . (g) The Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed co-operate fully with each other and shall keep each other fully advised with respect to Claims made by third parties (including supplying copies of all relevant documentation promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted abovebecomes available).