Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party notifies any Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any shall notify either Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may is reasonably expected to give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a right to claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8.2 or Section 8.3, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in subsection 8.4(b), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §8(e)) pursuant to §8(e), then such notice shall also be deemed to be an Indemnification Demand. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve his or its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in, and subject to the limitations of, this §8. In the event Buyer elects to assert a demand for an adjustment to the Preliminary Purchase Price in connection with a claim for indemnification with respect to third party claims for which the procedures set forth in this Article XI§8(d) have been followed, Buyer shall comply with the procedures set forth in §8(e), §8(f) and §8(g) hereof. Any such procedures shall be in addition to and not in lieu of the indemnification procedures set forth in this §8(d).

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XI§8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld) unless , conditioned or delayed if the applicable judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party). (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in §8(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any . (ii) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in Section 8(d)(ii), the Indemnified Party will not may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event shall the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within [five business days] after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 8(c)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of each of the Indemnifying Party (Parties, not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies any shall notify a Seller Indemnified or Buyer Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party Seller or Buyer, as the case may be (the “"Indemnifying Party”") under this Article XI7 or otherwise pursuant to this Agreement, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving service of process in a lawsuit, administrative proceeding or arbitration proceeding with respect to the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part . Each of the Indemnified matters described in this Article 7.04(a) shall be referred to in this Agreement as a "Third Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedClaim". (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon (or constitute an admission of guilt, liability, fault or responsibility for) the Indemnified Party. The Indemnified Party shall have the right to employ separate 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 the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party failed to assume the defense and employ counsel. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Article 7.04(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate with such reasonable costs and expenses associated therewith to be borne for the account of the Indemnifying Party. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), unless the Indemnified Party waives indemnification with respect to the Third Party Claim so settled and adjudicated. (de) In the event none The indemnification obligations of the Indemnifying Parties assumes Seller and conducts the defense Buyer, respectively under this Agreement shall include court costs and attorney's fees and expenses and costs of the Third-Party Claim in accordance with Section 11.3(b) aboveinvestigating, (i) the Indemnified Party may defend against, and consent to the entry of preparing or defending any judgment on action or enter into any settlement proceeding with respect to, the Third-to any Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIClaim.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within 5 business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay failure to provide such notice on the part of the Indemnified Party in notifying any Indemnifying Party a timely basis shall relieve not release the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Section 8 except to the extent) extent the Indemnifying Party is thereby prejudicedmaterially prejudiced by such failure. (bii) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimchoice; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 8(d)(ii) above, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheldwithheld or delayed). (dv) In the event none that any Party suffers damage or loss in respect of the Indemnifying Parties assumes and conducts the defense of the Third-which it has or makes a valid claim against another Party Claim in accordance with Section 11.3(b) abovefor indemnification, (i) the Indemnified Party may defend against, and consent it must take reasonable steps to the entry of any judgment on mitigate its loss or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIdamage.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; provided, however, that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 8 except to the extentextent (if any) that the Indemnifying Party is thereby prejudiced. (b) shall have been actually materially prejudiced thereby. Any Indemnifying Party will shall have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must and thereafter conduct the defense of the Third-Party Claim actively at its own expense and diligently thereafter in order with counsel reasonably satisfactory to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as Party; provided, that the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement settlement: (a) involves only the payment of money damages (all of which will be paid by one or more of the Indemnifying Parties and Party); (b) does not impose an injunction or other equitable relief upon the Indemnified Party; (c) does not include the admittance of any fault; (d) involves a dismissal of the underlying claim without prejudice (if applicable); (e) includes a full release by the plaintiff or claimant of all Indemnified Parties from any Liability; and (f) includes a provision whereby the plaintiff or claimant in the matter is prohibited from disclosing publicly any information regarding the Third-Party and Claim or such relief without the Indemnified Party’s prior consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of, defend, compromise or settle any such Third-Party Claim in the name of the Indemnified Party if: (i) the Indemnifying Party fails to defend or fails to prosecute the defense within a reasonable time period (not to exceed thirty (30) days from the date the Indemnified Party provides notice of such Third-Party Claim) or withdraws from such defense; (ii) the Indemnified Party will shall have determined in good faith that an actual or potential conflict of interest makes representation of the Indemnifying Party and Indemnified Party by the same counsel or the counsel selected by the Indemnifying Party inappropriate; or (iii) the Third-Party Claim is a criminal Proceeding. If the Indemnified Party has assumed the defense of the Third-Party Claim, the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to the such Third-Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes . The Indemnified Party and conducts its counsel may participate in the defense of the a Third-Party Claim in accordance with Section 11.3(b) above, (i) even if the Indemnified Indemnifying Party may defend against, chooses to assume and consent to conduct the entry defense of any judgment on or enter into any settlement with respect to, the such Third-Party Claim Claim, but in any manner it may reasonably deem appropriate (and such case the expenses of the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses Party’s additional counsel shall be paid by the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParty.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI12, then the Indemnified Party shall shall, if a claim is to be made against an Indemnifying Party under this Article 12, promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing; provided. Thereafter, however, that no delay on the part of the Indemnified Party shall deliver to the Indemnifying Party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third-Party Claim. Notwithstanding anything in notifying any the foregoing to the contrary, the failure of an Indemnified Party to give such notice to the Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to any Indemnified Party, except to the extent) extent that the Indemnifying Party demonstrates that the defense of the matter giving rise to the Indemnified Party’s claim is thereby prejudicedprejudiced by the Indemnified Party’s failure to give or delay in giving such notice. (b) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. Should an Indemnifying Party and (ii) so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during with the Indemnifying Party has not assumed the defense thereof. (c) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 12.4(b) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party Seller Indemnitee or Buyer Indemnitee, as the case may be (an for purposes of this Section 8(d), the “Indemnified Party”) ), with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party the indemnifying party under Section 8(b) or Section 8(c), as applicable (for purposes of this Section 8(d), the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on a written notice stating the part amount of the Indemnified Party Adverse Consequences, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in notifying any respect of which such right of indemnification is claimed or arises. Failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedprejudiced by the Indemnified Party’s failure to give such notice. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party, without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 8(d)(i), the Indemnified Party and (ii) 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 will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-any such Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISECTION 8, then the Indemnified Party shall promptly (and in any event within fifteen business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any . (ii) The Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (ii) assumes the defense of the Third Party Claim as provided in SECTION 8(d)(ii), the Indemnified Party will may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) The Indemnified Party may not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be withheld unreasonably; provided that no such consent will be required if the Indemnifying Party has denied in writing its obligations to be unreasonably withheld). (d) In indemnify the event none Indemnified Party hereunder or if the Indemnifying Party has not responded to the Indemnified Party's written request for consent within 10 business days of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParty's receipt thereof.

Matters Involving Third Parties. (ai) If any third party notifies any Parent Indemnified Party or any Buyer Indemnified Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party Parent or Buyer (the “Indemnifying Party”) under this Article XI§7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§7(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement calling for payment by the Indemnifying Party with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Party. (div) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§7(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§7.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party Person entitled to indemnification hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that may is reasonably expected to give rise to a claim for indemnification against any other Party the General Partner or Subscriber, as applicable (the “"Indemnifying Party”") under this Article XISection Thirteenth, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party's failure to give such notice. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Liability of the Indemnified Party of or for any damages or other amount, any encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless ). If the judgment or proposed settlement involves only Indemnifying Party assumes and thereafter conducts the payment of money damages by one or more defense of the Third Party Claim, the Indemnifying Parties Party will not have to pay the cost of counsel of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to defend or control the defense of any Third Party Claim if (I) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or in the case of any non-criminal Proceeding by a Governmental Body that would reasonably be expected to materially and does not impose adversely affect the operations or conduct of the Partnership; (II) the Third Party Claim seeks an injunction or other equitable relief upon against the Indemnified Party; (III) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party and failed or is failing to vigorously prosecute or defend such Third Party Claim; (iiIV) the Indemnified Party will reasonably believes that the Losses relating to such Third Party Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section Thirteenth; or (V) the Indemnifying Party does not provide the Indemnified Party with reasonable evidence that the Indemnifying Party has the financial resources to defend such Third Party Claim and to fulfill its indemnification obligations under this Section Thirteenth. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. After the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party may participate in such defense with counsel of its choosing at the Indemnified Party's expense. (iv) In no event shall the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies Person shall notify any Party (an such Party, together with any other Person entitled to indemnification hereunder, the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (such Party, together with any other Party required to provide indemnification hereunder, the “Indemnifying Party”) under this Article XIX, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part failure of the Indemnified Party to provide timely notice shall not result in notifying the forfeiture of any Indemnifying rights of the Indemnified Party shall relieve except to the extent such failure results in the loss or waiver of substantive defenses of the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedParty. (b) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that if the Indemnifying Party must elects to assume the defense of a Third-Party Claim: (i) the Indemnifying Party shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Party for its fees or expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third-Party Claim actively and diligently thereafter other than reasonable costs of investigation; (ii) the Indemnifying Party shall admit in order to preserve its rights in this regard; and provided further writing that the Indemnified Party is entitled to indemnification under this Agreement for the entirety of any Loss arising, directly or indirectly, from or in connection with the Third-Party Claim, subject to the limits of liability set forth in this Article X; (iii) the Loss that can be reasonably anticipated to be incurred in connection with such Third Party Claim is within the limits of liability set forth in this Article X; (iv) no compromise or settlement of such Third-Party Claim may retain separate cobe effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation by the Indemnified Party of any applicable Laws or any rights of any Person, (B) the Indemnified Party receives a full release of and from any other claims that may be made against the Indemnified Party by the third party bringing the Third-Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (v) the Indemnified Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. All costs and expenses incurred by the Indemnifying Party in defending such Third Party Claim shall be paid by the Indemnifying Party; provided, however, that (i) counsel at its sole cost for the Indemnified Party is reasonably acceptable to the Indemnifying Party, (ii) the Indemnified Party keeps the Indemnifying Party reasonably informed of the progress of any Third Party Claim including providing copies of notices, pleadings and expense court submissions, and participate (iii) permits counsel for the Indemnifying Party to assist in the defense of the Third-any Third Party Claim. (c) So long as If the Indemnifying Party has assumed does not assume the defense of a Third-Party Claim in the manner provided in Section 10.04(b) or if the Indemnifying Party does not conduct the defense of a Third-Party Claim in the manner provided in Section 10.04(b), the Indemnifying Party shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Party (d) Unless and is conducting until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in accordance with Section 11.3(b) above10.04(b), (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) abovehowever, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, against the Third-Party Claim in any manner he, she, or it may reasonably deem appropriate necessary and appropriate. (and the e) Any Indemnified Party need not consult withshall cooperate in all reasonable respects with the Indemnifying Parties and their attorneys in the investigation, or obtain trial and defense of such Third Party Claim and any consent fromappeal arising therefrom and shall furnish such records, any Indemnifying Party information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith) and (ii) . Such cooperation shall include access during normal business hours afforded to the Indemnifying Party and its agents and representatives to records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder. The Parties will remain responsible for shall cooperate with each other in any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim notifications to insurers. (f) All indemnification payments under this Article X shall be deemed adjustments to the fullest extent provided in this Article XIPurchase Price.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (b) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b8.4(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI8.

Matters Involving Third Parties. (a) 1. If any third party notifies any Party (an “Indemnified Party”) shall notify Brokat with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XIVIII, then the Indemnified Party Brokat shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party Brokat in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby materially prejudiced. (b) 2. Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its his choice reasonably satisfactory to the Indemnified Party Brokat at any time within 15 days after the Indemnified Party Brokat has been given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its his rights in this regard; and provided further that the Indemnified Party Brokat may retain separate co-counsel at its sole cost and expense and participate observe, consul and cooperate in the defense of the Third-Third Party Claim. (c) 3. So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b) (S)VIII.B.2., above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party Brokat (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Brokat and (iiB) the Indemnified Party Brokat will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) 4. In the event none of the Indemnifying Parties assumes do not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above(S)VIII.B.2., (iA) the Indemnified Party Brokat may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it Brokat reasonably may reasonably deem appropriate (and the Indemnified Party Brokat need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Adverse Consequences Brokat may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIVIII.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party the Company or the Investor (the “"Indemnifying Party”") under this Article XISection 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably conditioned, delayed, or withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (iiassumes the defense of the Third-Party Claim as provided in §8(d)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably conditioned, delayed, or withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 business days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b7(e)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b7(e)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 7.

Matters Involving Third Parties. (a) If any third party notifies shall commence an Action against any Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 10.1 or 10.2, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedwriting as soon as practicable. (b) The Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice and reasonably acceptable to the Indemnified Party so long as (i) the Indemnifying Party shall notify the Indemnified Party in writing (within 30 days after its receipt of notice, howeverin accordance with Section 12.5, of the Third Party Claim as provided in Section 10.4 or, if the Indemnifying Party has disputed the claim for indemnification, then within ten days of a final determination that such claim is a valid claim under Section 10.1 or 10.2) that the Indemnified Party will be entitled to indemnification under Section 10.1 or 10.2 hereof from and against any Damages the Indemnified Party may suffer arising out of the Third Party Claim and (ii) the Indemnifying Party diligently conducts the defense of the Third Party Claim. It is agreed that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall of a claim (including any Third Party Claim) will relieve the Indemnifying Party from any obligation hereunder thereby unless (and then solely to the extent) the said Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right prejudiced by such failure to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claimgive notice. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4(b) above, (i) the Indemnified Party may retain separate co-counsel, at its sole cost and expense, and participate in the defense of the Third Party Claim; provided that, if there is a conflict between the Indemnified Party and the Indemnifying Party will with respect to the subject matter of the Third Party Claim, the Indemnified Party may retain separate counsel at the expense of the Indemnifying Party, (ii) the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (iii) the Indemnified Party shall cooperate within reason with the Indemnifying Party’s defense of such Third Party Claim and (iv) the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (Party, which consent shall not to be unreasonably withheld) unless the judgment withheld or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)delayed. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) 15.6.1 If any third party notifies any a Party (an “Indemnified Party”) with respect to any matter (receives notice of a “Third-Third Party Claim”) Claim that may give rise to a right to claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 6.7, 6.9, 15.2 or 15.3, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on failure to give timely notice shall not affect the part of right to indemnification to the Indemnified Party in notifying any Indemnifying Party shall relieve extent such failure to give timely notice is not prejudicial to the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedParty. (b) Any 15.6.2 The Indemnifying Party Party, in accordance with the procedures set forth in Section 15.7 will have the right to assume and conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages which shall be paid by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party. As provided in Section 15.7, the Indemnifying Party may assume the defense of a Third Party Claim, at the Indemnifying Party’s cost and (ii) expense, without also accepting and agreeing to the claim for indemnification described in the related Claim Notice. 15.6.3 Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 15.6.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate for the account of the Indemnifying Party. 15.6.4 In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld, delayed or conditioned. 15.6.5 The Indemnified Party agrees, at its cost and expense, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim or cross-complaint against any Person (other than a Buyer Indemnified Party, if the Indemnified Party is a Buyer Indemnified Party, or a Seller Indemnified Party, if the Indemnified Party is a Seller Indemnified Party). (d) In the event none of the Indemnifying Parties assumes and conducts 15.6.6 The Party that is conducting the defense of against the Third-Third Party Claim in accordance shall provide the other Party such information possessed by the Party that is conducting such defense as such other Party shall reasonably request with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent respect to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIdefense thereof.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on writing (although the part of failure to so notify the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) Liability that the Indemnifying Party is thereby prejudicedmay have under this Section 8(d) except to the extent that such failure prejudices the Indemnifying Party). (bii) Any The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and provides a clear and unconditional release of the Indemnified Party. (iiiii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Subsection 8(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld)withheld or delayed unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”) Fields with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) Principal Shareholder under this Article XISection 9, then the Indemnified Party Fields shall promptly notify each Indemnifying Party the Principal Shareholder thereof in writing; provided, however, that no delay on the part of the Indemnified Party Fields in notifying any Indemnifying Party the Principal Shareholder shall relieve the Indemnifying Party Principal Shareholder from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Principal Shareholder thereby is thereby prejudiced. (bii) Any Indemnifying Party The Principal Shareholder will have the right to assume defend Fields against the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time Fields so long as (A) the Principal Shareholder notifies Fields in writing within 15 days after the Indemnified Party Fields has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct Principal Shareholder will indemnify Fields from and against the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry entirety of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Adverse Consequences Fields may suffer resulting from, arising out of, relating to, in the nature of, or caused by the ThirdThird Party Claim; (B) the Principal Shareholder provides Fields with evidence acceptable to Fields that the Principal Shareholder will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (D) the settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Fields, likely to establish a precedential custom or practice materially adverse to the continuing business interests of Fields; and (E) the Principal Shareholder conducts the defense of the Third Party Claim actively and diligently. (iii) The party not conducting the defense of the Third Party Claim above may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (iv) The party conducting the defense (A) 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 other party (not to be withheld unreasonably); and (B) 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 other party (not to be withheld unreasonably). (v) In the event any of the conditions in Section 9(c)(ii) above is or becomes unsatisfied, however, (A) Fields may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and Fields need not consult with, or obtain any consent from, any Principal Shareholder in connection therewith); (B) the Principal Shareholder will reimburse Fields promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses); and (C) the Principal Shareholder will remain responsible for any Adverse Consequences Fields may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XISection 8. . The indemnity payment to Fields by the Principal Shareholder with respect to any claim indemnifified under Sections 9(b)(i) or (ii), but not with respect to any Third Party Claim under Section 9(c) hereof, shall be limited to: (i) any loss or reduction, arising from or by reason of such claim, of amounts the Company paid, distributed, or that would have otherwise been available for the Company's payment or distribution to Fields by reason of its status as a shareholder of the Company, or otherwise, which loss or reduction arises from or by reason of a claim for which the Principal Shareholder is obligated to indemnify Fields pursuant to this Agreement; and (ii) all professional fees (including without limitation attorney's fees) and costs, and out of pocket expenses reasonably incurred by Fields in connection with such claims; and (iii) additional amounts necessary to compensate the Fields for the time cost of money (using the Applicable Rate as the discount rate) in determining the amount of the indemnity payment pursuant to this Section 9(d). . The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy Fields may have for breach of representation, warranty, or covenant. The Company and the Principal Shareholder hereby agree that he or it will not make any claim for indemnification against any of the Company and its Subsidiaries by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by Fields against the Company or the Principal Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable law, or otherwise). For purposes of determining the amount of the indemnity payment due from the Principal Shareholder, the term "Fields" in Section 9(d) above shall include ▇▇▇. ▇▇▇▇▇▇' Original Cookies, Inc., a Fields' affiliate ("MFOC"), which entered into that certain Management Agreement of even date with the Company, for purposes of determining any such payable by the Principal Shareholder under this Agreement. . In the event of any claim by Fields under this Section 9, the Fields shall be entitled to exercise rights of offset against any amounts due the Principal Shareholder from the Company in the form of a bonus payable to him in connection with his employment by the Company, or as a dividend by reason of his status as a shareholder of the Company. . No exercise of the rights of offset under Section 9(f) shall be permitted with respect to claims made under this Section 9 unless and until the Adverse Consequences (determined in accordance with Section 9 (d) above) suffered by Fields, in the aggregate for claims asserted under this Section 9, exceeds $100,000; but once such amount is exceeded, Fields may recover the initial $100,000 together with amounts in excess of $100,000.

Matters Involving Third Parties. (a) 7.4.1 If any third third-party notifies any Party (an the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; provided, however, provided that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 7 except to the extentextent (if any) that the Indemnifying Party is thereby prejudicedshall have been actually materially prejudiced thereby. 7.4.2 The Indemnified Party shall determine and conduct the investigation, defense and the settlement, adjustment or compromise of any Third-Party Claim. All of the reasonable costs and expenses incurred by the Indemnified Party in connection with such investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (bincluding reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) Any (“Defense Expense Amounts”) shall be included in the Losses for which the Indemnified Party may seek indemnification pursuant to a claim hereunder, and all Defense Expense Amounts shall be indemnified hereunder regardless of whether it is ultimately determined that such Third-Party Claim itself is indemnifiable hereunder. 7.4.3 The Indemnifying Party will shall have the right to assume receive copies of all pleadings, notices and material written communications with the third party claimant or its counsel with respect to the Third-Party Claim (to the extent that receipt of such documents by the Indemnifying Party does not affect any privilege relating to the Indemnified Party and subject to execution by the Indemnifying Party of a standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information). The Indemnifying Party may participate in the defense of the Third-Party Claim with counsel of at its choice reasonably satisfactory own expense (provided the Indemnifying Party may not unilaterally submit or file any pleadings or motions or subpoena any witnesses in any Proceeding related to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the such Third-Party Claim; provided. However, however, that the Indemnifying Indemnified Party must shall have the right in its sole discretion to ultimately determine and conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense settlement, adjustment or compromise of the Third-Party Claim, so long as such determinations are commercially reasonable. (c) So long as the Indemnifying Party has assumed and is conducting the defense 7.4.4 No settlement, adjustment or compromise of the any such Third-Party Claim in accordance with Section 11.3(b) aboveany third-party claimant shall be determinative of the amount of Losses relating to such matter, except for any such settlement, adjustment or compromise entered into with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given if (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult withwithholds its consent, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible Party has not objected within 15 days after a written request for such consent by Indemnified Party. In the event that the Indemnifying Party has consented to any Losses such settlement, adjustment or compromise, the Indemnifying Party shall have no power or authority to object under any provision of this Article 7 to the amount of any claim by or on behalf of the Indemnified Party may suffer resulting fromfor indemnification with respect to Losses related to, arising out ofof or in connection with such settlement, relating to, in the nature of, adjustment or caused by the Third-Party Claim to the fullest extent provided in this Article XIcompromise.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XIss.6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. Any counsel provided by an insurance company shall be deemed to be satisfactory. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bss.6(e)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bss.6(e)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIss.6.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writingwriting (the “Third Party Claim Notice”). (ii) The Indemnifying Party will have the right at any time within 30 days following its receipt of a Third Party Claim Notice to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only provides solely for the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon and the Indemnified Party receives an unconditional release with respect to such claim or settlement. (iii) Unless and (iiuntil the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 8(e)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party party (the “"Indemnifying Party”") under this Article XIVI, then the Indemnified Party shall promptly (and in any event, if the matter concerns a legal proceeding, within 15 business days after receiving notice of the Third Party Claim, and with respect to any other matter, within 30 business days) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that that (i) if the Indemnifying Third Party must conduct Claim falls within the defense scope of the Third-Party Claim actively and diligently thereafter indemnification set forth in order to preserve its rights in this regard; and provided further that Section 6.2(d), then the Indemnified Party may retain separate co-counsel at its sole cost shall have the right to refuse to accept such assumption of defense by Indemnifying Party unless and expense and participate in the defense of the Third-Party Claim. (c) So long until such time as the Indemnifying Party has assumed shall provide to the Indemnified Party such assurances of payment and is conducting performance of such indemnification obligation as shall be reasonably satisfactory to the defense of the Third-Party Claim in accordance with Section 11.3(b) above, Indemnified Party; and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 6.4(b) above, however, the Indemnified Party will not may defend against the Third Party Claim in any manner it reasonably may deem appropriate, including, without limitation, consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)Claim. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an “Indemnified Party”) shall notify the Indemnitee with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 9, then the Indemnified Party Indemnitee shall promptly notify each Indemnifying Party the Indemnitor thereof in writing; provided, however, that no delay on the part of the Indemnified Party Indemnitee in notifying any Indemnifying Party the Indemnitor shall relieve the Indemnifying Party Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party Indemnitor thereby is thereby prejudiced. (bii) Any Indemnifying Party The Indemnitor will have the right to assume defend the defense of Indemnitee against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time Indemnitee so long as (A) it notifies the Indemnitee in writing within 15 days after the Indemnified Party Indemnitee has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct Indemnitor will indemnify the defense of Indemnitee from and against the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry entirety of any judgment on or enter into any settlement with respect to Adverse Consequences the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the ThirdThird Party Claim, and (B) the Indemnitor conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnitor is conducting the defense of the Third Party Claim in accordance with Section 9(c)(ii) above, (A) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, provided that the Indemnitor's counsel will be lead counsel, (B) the 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 withheld unreasonably), and (C) the Indemnitor 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 Indemnitee, not to be unreasonably withheld. (iv) In the event any of the conditions in Section 9(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith), (B) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnitor will remain responsible for any Adverse Consequences the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XISection 9.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XI(S)8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b(S)8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b(S)8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI(S)8.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a the “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost costs and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter entry into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, above (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any of a matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIARTICLE XII, then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing, describing the claim in reasonable detail (to the extent then known), the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part of failure to so promptly notify the Indemnified Party in notifying any Indemnifying Party shall relieve not limit the Indemnifying Party from any obligation hereunder unless (and then solely indemnification obligations under this Agreement except to the extent) extent that the Indemnifying Party is thereby prejudicedmaterially and adversely prejudiced by such failure. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim, including the MiMedx Litigation, at such Indemnifying Party’s expense, and at its option will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that (x) the Indemnifying Party must conduct acknowledge that it would have an indemnity obligation for Losses resulting from such Third Party Claim as provided under, and subject to the limitations in, this ARTICLE XII and (y) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, except that the Third-fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than as set forth below). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim actively and diligently thereafter shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in order the previous sentence within 30 days of receipt of notice of the Third Party Claim pursuant to preserve the first sentence of this Section 12.4, (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 seeks an injunction or equitable relief against the Indemnified Party or any of its rights Affiliates or (iv) the amount of Losses sought pursuant to the Third Party Claim exceeds the Losses for which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party shall control the defense of any such claim, the Indemnifying Party will not consent to the entry of any judgment, enter into any settlement or issue or permit any public statement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement involves solely the payment of money damages, does not impose an injunction or other equitable relief upon the Indemnified Party and provides for the express and unconditional release of the Indemnified Party from all liabilities and obligations with respect to such claim with prejudice, in this regardwhich case no consent will be required as to such judgment or settlement; and provided further provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the . An Indemnified Party (shall not to be unreasonably withheld) unless the judgment settle or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of compromise any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party; provided that such consent shall not be required in the event that such settlement expressly releases the Indemnifying Party from all liabilities and obligations with respect to such claim. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make available its personnel, and shall provide such testimony and access to its books and records as is reasonably requested by the Indemnifying Party in connection therewith. (c) The procedures in this Section 12.4 shall not apply to be unreasonably withheld)direct claims of Indemnified Parties. (d) In Notwithstanding the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating toforgoing, in the nature ofevent of a conflict between this Section 12.4 and Section 9.6, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 9.6 shall prevail, govern and control.

Matters Involving Third Parties. (a) 9.5.1. If any third party notifies any Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this Article XISection 9 (a “Third Party Claim”), then the Indemnified Party shall will promptly notify each in writing the Indemnifying Party thereof of such Third Party Claim (such notification, a “Claim Notice”) describing in writingreasonable detail the basis for such Third Party Claim (including identification of the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered, or expected to be incurred or suffered, with respect thereto) and enclosing copies of any documents then available to the Indemnified Party relating to such Third Party Claim and thereafter provide the Indemnifying Party such documents and information with respect thereto that the Indemnifying Party may reasonably request; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any indemnification obligation hereunder unless (and then solely to the extent) extent that the Indemnifying Party is thereby prejudicedprejudiced thereby. Thereafter, the Indemnified Party will promptly deliver to the Indemnifying Party following receipt thereof, copies of all notices, demands and other documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. This Section 9.5 shall not apply to the conduct of any Tax Proceedings, which shall be exclusively governed by Section 8.7. (b) Any 9.5.2. The Indemnifying Party will have the right to assume control the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimchoice; provided, however, that the Indemnifying Party must shall have no right to assume the conduct or control of a Third-Party Claim (i) if the amount of Losses alleged in such Third Party Claim are reasonably expected to exceed two times the remaining Escrow Funds that are not then subject to the reasonably expected Losses alleged in other pending indemnification claims made in accordance with this Section 9; (ii) that seeks injunctive relief, equitable remedies or other non-monetary remedies; (iii) that includes criminal charges; or (iv) with respect to which the Indemnifying Party is also a defendant and, under applicable principles of legal ethics, in the judgment of counsel to the Indemnified Party, a conflict of interest exists or arises that would prohibit a single counsel from representing both the Indemnifying Party and the Indemnified Party in connection with the defense of such Third Party Claim. Within six (6) months of any election by the Indemnifying Party to assume the conduct or control of a Third Party Claim, such Indemnifying Party shall notify the Indemnified Party whether such Indemnifying Party acknowledges that such Third Party Claim is within the scope of such Indemnifying Party’s indemnification obligations hereunder. In the event that the Indemnifying Party fails to acknowledge such indemnification obligations within such six (6) month period, the Indemnified Party shall have the right to elect to takeover and assume the conduct and control of such Third Party Claim from the Indemnifying Party, subject to Section 9.5.3 below. If the Indemnified Party fails to provide written notice to the Indemnifying Party in accordance with the terms of this Agreement that it so elects to take over and assume the conduct and control of such Third Party Claim within 15 Business Days following the end of such six (6) month period, then the Indemnified Party will be deemed to have waived such right to elect and the Indemnifying Party shall have the right to control the defense of such Third Party Claim. 9.5.3. If the Indemnifying Party is conducting the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that Claim, (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim (but not of record, and shall not communicate with the Person asserting the Third Party Claim or its Representatives), (b) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim. (c) So long as , nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (ic) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior unless (i) written consent of agreement is obtained releasing the Indemnified Party subject to the Third Party Claim from all liability thereunder, (not to be unreasonably withheldii) unless the judgment or proposed settlement it involves only the payment of money damages and (iii) the judgment or settlement does not involve any finding or admission of a violation of any Legal Requirement by one or more the Indemnified Party. If the Indemnifying Party is not conducting the defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Third Party and (ii) Claim, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-such Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned, or delayed). (d) In the event none of the Indemnifying Parties assumes 9.5.4. Each party will, and conducts will cause their respective Affiliates to, reasonably cooperate in the defense or prosecution of the Third-any Third Party Claim in accordance with and, subject to Section 11.3(b) above11.16, (i) the Indemnified Party may defend againstwill furnish or cause to be furnished such records, information and testimony, and consent to the entry of any judgment on attend such conferences, discovery proceedings, hearings, trials or enter into any settlement with respect toappeals, the Third-Party Claim in any manner it as may be reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party requested in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI§5, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. If the contents and delivery of the notice from the Indemnified Party to the Indemnifying Parties satisfy the content and delivery requirements of an Indemnification Demand (as defined in §5(e)) pursuant to §5(e), then such notice shall also be deemed to be an Indemnification Demand. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve his or its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§5(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b§5(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in, and subject to the limitations of, this §5. In the event Buyer elects to assert a demand for an adjustment to the Preliminary Purchase Price in connection with a claim for indemnification with respect to third party claims for which the procedures set forth in this Article XI§5(d) have been followed, Buyer shall comply with the procedures set forth in §5(e), §5(f) and §5(g) hereof. Any such procedures shall be in addition to and not in lieu of the indemnification procedures set forth in this §5(d).

Matters Involving Third Parties. (a) If any third party notifies any shall notify the Indemnified Party (an “Indemnified Party”) with respect as to any matter in respect of which the right to indemnification contained in this Article 10 may be claimed (a “Third-"Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI"), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve give the Indemnifying Party from any obligation hereunder unless (notice of such Third Party Claim as provided in Section 10.3 above; and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume defend the defense Indemnified Party against the Third Party Claim, consent to the entry of the Third-Party Claim any judgment with respect thereto and enter into any settlement with respect thereto, all with counsel of its choice reasonably satisfactory to choice, so long as the Indemnifying Party notifies the Indemnified Party at any time in writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third-Third Party Claim; provided, howeverClaim pursuant to Section 10.3, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that will indemnify the Indemnified Party may retain separate co-counsel at its sole cost from and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses against Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third-Third Party Claim. (b) If the Indemnifying Party undertakes the defense of any Third Party Claim pursuant to Section 10.4(a) above, the Indemnified Party may retain separate co-counsel at its sole cost and expense (and such expenses shall not be Indemnifiable Damages) and participate in the defense of such Third Party Claim. The Indemnified Party will not consent to the fullest extent provided entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim that does not include a full release by the third party of the Indemnified Party from all Indemnifiable Damages relating to such Third Party Claim, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (c) The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the other parties hereto information or data in this Article XIconnection with the handling of the defense of any Third Party Claim or litigation (including counterclaims filed by the parties), and the party receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, including, without limitation, (1) all out-of-pocket, travel and similar expenses incurred by its personnel in rendering these services; and (2) all fees and expenses for services performed by third parties engaged by or at the request of such other party.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”") under this Article XIVIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above8.4(b), however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he, she or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (ii) the Indemnifying Parties will remain responsible for any Losses adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI.VIII. ARTICLE

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 9, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 9(d)(i), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof as provided in writing; §7.5 below, provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will shall have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given written notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above§7.5 below, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably withheld) unless if the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party) and (ii) the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above§7.5 below, (i) then any failure of the Indemnified Party may to defend againstany such claim, and consent suit, action or proceeding or to cause the entry of any judgment on or enter into any settlement with respect tosame to be done, shall not relieve the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIof its obligations hereunder.

Matters Involving Third Parties. (a) If any third party notifies any shall notify the Indemnified Party (an “Indemnified Party”) with respect as to any matter in respect of which the right to indemnification contained in this Section 9 may be claimed (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve give the Indemnifying Party from any obligation hereunder unless (notice of such Third Party Claim as provided in Section 9.02 above; and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume defend the defense Indemnified Party against the Third Party Claim, consent to the entry of the Third-Party Claim any judgment with respect thereto and enter into any settlement with respect thereto, all with counsel of its choice reasonably satisfactory to choice, so long as the Indemnifying Party notifies the Indemnified Party at any time in writing, within 15 fifteen (15) days after the Indemnified Party has given the Indemnifying Party notice of the Third-Third Party Claim; provided, howeverClaim pursuant to Section 9.02, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that will indemnify the Indemnified Party may retain separate co-counsel at its sole cost from and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses against Indemnifiable Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, of or caused by the Third-Third Party Claim. (b) If the Indemnifying Party undertakes the defense of any Third Party Claim pursuant to Section 9.03(a) above, the Indemnified Party may retain separate co-counsel at its sole cost and expense (and such expenses shall not be Indemnifiable Damages) and participate in the defense of such Third Party Claim. The Indemnified Party will not consent to the fullest extent provided entry of any judgment or enter into any settlement with respect to any Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim that does not include a full release by the third party of the Indemnified Party from all Indemnifiable Damages relating to such Third Party Claim, without the prior written consent of the Indemnified Party (not to be withheld unreasonably). (c) The parties hereto shall provide, or cause their appropriate employees or representatives to provide, to the other parties hereto information or data in this Article XIconnection with the handling of the defense of any Third Party Claim or litigation (including counterclaims filed by the parties), and the party receiving such information or data shall reimburse the other party for all of its reasonable costs and expenses in providing these services, including, without limitation, (1) all reasonable out-of-pocket, travel and similar expenses incurred by its personnel in rendering these services; and (2) all reasonable fees and expenses for services performed by third parties engaged by or at the request of such other party.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (an “Indemnified Party”) with respect to any matter (each, a “Third-Third Party Claim”) which may give rise to a claim for indemnification pursuant to this ‎Article VIII, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingand specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will have the right at any time to assume the defense of against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days and control the defense of such Third Party Claim so long as the Indemnifying Party conducts such defense in a reasonably diligent manner. (c) From and after the Indemnified Party has given notice of the Third-Party Claim; provided, however, date that the Indemnifying Party must conduct has assumed and is conducting the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that accordance with ‎Section 8.5‎(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in in, but not control, the defense of the Third-Third Party Claim. ; (cii) So long as the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has assumed and is conducting the defense affect of the Thirdwaiving, its attorney-Party Claim in accordance client privilege with Section 11.3(b) above, respect thereto; (iiii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party; and (iiiv) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which shall not to be unreasonably withheld, conditioned or delayed). (d) In the event none of that the Indemnifying Parties assumes and conducts Party has not assumed the defense of the Third-Third Party Claim in accordance with Section 11.3(b) aboveafter notice thereof, (i) the Indemnified Party may defend against, and consent to against the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and appropriate; (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party will remain responsible for any Losses costs the Indemnified Party may suffer incur resulting from, arising out of, relating to, in from the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIsuch costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (ai) If any third A party notifies any Party entitled to indemnification hereunder (an the “Indemnified Claiming Party”) with respect will give the party obligated to provide such indemnification (the “Indemnifying Party”) prompt notice of any matter claim of a third party (a “Third-Party Claim”) that may give rise as to a claim for which the Claiming Party has the right to demand indemnification against any other Party hereunder (the “Indemnifying PartyInitial Claim Notice”) under this Article XI, then ). The failure to promptly give such Initial Claim Notice to the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder liability hereunder, unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedwas prejudiced thereby. (bii) Any Promptly after receiving such Initial Claim Notice, the Indemnifying Party will assume the defense of such Third-Party Claim at its own expense and may settle such Third-Party Claim, but will not, without the written consent of the Claiming Party, agree to (i) any injunctive relief affecting the Claiming Party or any of its Affiliates or (ii) any settlement that would adversely affect the business or operations of the Claiming Party or any of its Affiliates. (iii) The Claiming Party will have the right to assume engage their/its own legal counsel (and other professional advisers) in connection with the defense of such Third-Party Claim, at the Claiming Party’s expense. The Indemnifying Party will keep the Claiming Party fully informed of all matters material to such defense and Third-Party Claim with counsel at all stages thereof, whether or not the Claiming Party is represented by separate legal counsel. (iv) If the Indemnifying Party does not commence a defense within 30 days following receipt of such Initial Claim Notice (or such shorter period, if any, during which a defense must be commenced for the preservation of rights), the Claiming Party may, at its choice reasonably satisfactory option, settle or defend such Third-Party Claim at the expense of the Indemnifying Party. (v) If a judgment or order in favor of such third party is rendered against the Claiming Party or such Third-Party Claim is settled resulting in losses on the part of the Claiming Party, then the amount of such losses incurred by the Claiming Party will be paid by the Indemnifying Party. (vi) Each of the Contributors, STAK and Tornier will, and will cause its Affiliates to, promptly make available to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice other party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of the such party relating to such defense of such Third-Party Claim; provided, howeversubject to reasonable confidentiality requirements. Each of Contributor, that STAK and Tornier will render to the Indemnifying Party must conduct other parties such assistance as such other parties may reasonably request to ensure the proper and adequate defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the such Third-Party Claim. (cvii) So long as the Indemnifying Party has assumed and is In conducting the any defense of the or dealing with any Third-Party Claim in accordance hereunder, each party will use commercially reasonable efforts to protect and preserve the reputation and goodwill associated with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or each other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)party. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Buyer Indemnified Party or Seller Indemnified Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that ), which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIVIII, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part failure of the Indemnified Party in notifying to give any Indemnifying Party notice required under this Section 8.4(a) shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article VIII except to the extent) the , if at all, that such Indemnifying Party is thereby prejudicedshall have been prejudiced thereby. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim at such Indemnifying Party’s expense, and, upon agreeing in writing that it is obligated to indemnify the Indemnified Party with respect to such Third-Party Claim hereunder, at its option will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that (i) in no event shall the Indemnifying Party must conduct be permitted to assume the defense of the a Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that if (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the reasonably determines that such Third-Party Claim in accordance with Section 11.3(bmay materially and adversely impact the reputation of such Indemnified Party or one of its Affiliates or (B) abovesuch Third-Party Claim involves an Educational Agency or an Educational Approval, and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) , delayed or conditioned), unless the Indemnifying Party shall (A) pay or cause to be paid all amounts arising out of such settlement or judgment or proposed settlement involves only concurrently with the payment effectiveness of money damages by one or more such settlement, (B) not encumber any of the Indemnifying Parties material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and does not impose an injunction (C) obtain, as a condition of any settlement or other equitable relief upon resolution, a complete release of any Indemnified Party potentially affected by such Third-Party Claim, in which case no consent will be required; and provided, further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim (ii) it being understood, however, that the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party, except in those instances where counsel selected by the Indemnifying Party will has a conflict of interest (based on the advice of counsel to this effect), in which case then the Indemnifying Party shall pay the expenses of both the Indemnified Party’s counsel and the Indemnifying Party’s counsel). An Indemnified Party shall not consent to the entry of settle or compromise any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned). (d) In the event none of the . The Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) shall keep the Indemnified Party may defend againstinformed of all material developments and events relating to such Third Party Claims. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make available its personnel, and consent shall provide such testimony and access to its books and records as is reasonably requested by the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) . If the Indemnifying Parties will remain responsible for any Losses Party does not notify the Indemnified Party may suffer resulting fromin writing within twenty (20) days after the receipt of the Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, arising out ofthe Indemnified Party shall have the right to contest, relating to, in the nature of, settle or caused by compromise the Third-Party Claim Claim, but shall not thereby waive any right to the fullest extent provided in indemnity therefor pursuant to this Article XIAgreement.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give gives rise to a claim for indemnification against any other another Party (the “Indemnifying Party”) under this Article XIVII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at in any time event within 15 days Business Days after the Indemnified Party has given receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing (a “Notice”); provided, however, that failure to give such Notice shall not limit the right of an Indemnified Party to recover indemnity or reimbursement from any Indemnifying Party except to the extent that such Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure except and to the extent that the Indemnifying Party must can demonstrate actual material loss or actual material prejudice (and in any event, solely to the extent of such loss or prejudice) as a result of such failure. For the avoidance of doubt, this Section 7.5 shall not apply with respect to any Tax Contests, which shall be governed solely by Section 6.8(c). (b) In the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the defense performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no additional obligation, restriction or Losses shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder) and (iv) employ counsel to contest any such claim or liability; provided, that the Indemnifying Party shall not have the right to assume control of such defense, if the claim for which the Indemnifying Party seeks to assume control: (w) seeks non‑monetary relief (except where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages), (x) involves criminal allegations, (y) is one in which the Indemnifying Party is also a Party and for which joint representation would, in the reasonable opinion of the Indemnified Party’s or Indemnifying Party’s respective counsel, be inappropriate or, in the reasonable opinion of the Indemnified Party’s or Indemnifying Party’s respective counsel, there may be legal defenses available to the Indemnified Party that are materially different from or materially additional to those available to the Indemnifying Party or (z) involves a claim for which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnifying Party shall, within 30 days after delivery of the Notice to Indemnifying Party (or sooner, if the nature of the Third-Party Claim actively so requires) (the “Dispute Period”), notify the Indemnified Party of its intention as to the conduct and diligently thereafter in order to preserve its rights in this regard; and control of the defense of such claim, provided further that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any claim, the Indemnified Party shall take commercially reasonable steps to defend (but may retain separate co-counsel at its sole cost and expense and participate in not settle) such claim. If the Indemnifying Party shall decline to assume the defense of the Third-Party Claim. (c) So long as any such claim, or the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent shall fail to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of notify the Indemnified Party (not to be unreasonably withheld) unless within the judgment or proposed settlement involves only the payment of money damages by one or more Dispute Period of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Party’s election to defend such claim, the Indemnified Party and shall defend against such claim (ii) provided that the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim settle such claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned or delayed). (d) In the event none of and the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the as a result of such Third-Party Claim to the fullest extent provided in subject to indemnification under this Article XIVII.

Matters Involving Third Parties. (a) If any third party notifies party, which shall include any person, entity, governmental or regulatory authority, shall notify either Party (an “the "Indemnified Party”") with respect to any matter (a “Third-Party Claim”) that may give which gives rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XI, 11; then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving service of process in a lawsuit, administrative proceeding or arbitration proceeding with respect to the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part . Each of the Indemnified matters described in this Article 11.05(a) shall be referred to in this Agreement as a "Third Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedClaim". (b) Any Except as provided in Article 11.06(c) hereof, any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon (or constitute an admission of guilt, liability, fault or responsibility for) the Indemnified Party. The Indemnified Party shall have the right to employ separate 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 the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party ,(ii) the Indemnified Indemnifying Party will not consent failed to assume the entry of any judgment on defense and employ counsel or enter into any settlement with respect to the Third-Party Claim without the prior written consent of (iii) the Indemnifying Party (not is also a party to be unreasonably withheld)the litigation, counsel chosen by the Indemnifying Party to represent the Indemnified Party also represents the Indemnifying Party and the Indemnified Party is advised by counsel to the Indemnifying Party that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, but only to the extent necessary to remove the conflict. (dc) In the event none of the Unless and until an Indemnifying Parties Party assumes and conducts the defense of the Third-Third Party Claim as provided in accordance with Section 11.3(bArticle 11.05(b) above, (i) however, the Indemnified Party may defend against, and consent to against the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and shall be entitled to be indemnified against the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIcost of such defense.

Matters Involving Third Parties. (a) If any third party notifies any shall notify a BPI Indemnified or KP-▇▇▇▇ Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party BPI or KP-▇▇▇▇, as the case may be (the “Indemnifying Party”) under this Article XI4 or otherwise pursuant to this Agreement, then the “Indemnified Party Party” (either of a BPI Indemnified or KP-▇▇▇▇ Indemnified Party) shall promptly (and in any event within ten (10) business days after receiving service of process in a lawsuit, administrative proceeding or arbitration proceeding with respect to the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part . Each of the Indemnified matters described in this Article 4.04(a) shall be referred to in this Agreement as a “Third Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless Claim”. CONTRIBUTION AGREEMENT (and then solely to the extentPage 18 of 29) the Indemnifying Party is thereby prejudiced.BLACKSANDS AP-▇▇▇▇▇ (b) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon (or constitute an admission of guilt, liability, fault or responsibility for) the Indemnified Party. The Indemnified Party shall have the right to employ separate 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 the Indemnified Party and unless (i) the employment thereof has been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party failed to assume the defense and employ counsel. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Article 4.04(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate with such reasonable costs and expenses associated therewith to be borne for the account of the Indemnifying Party. (d) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably), unless the Indemnified Party waives indemnification with respect to the Third Party Claim so settled and adjudicated. (de) In the event none The indemnification obligations of the Indemnifying Parties assumes BPI and conducts the defense KP-▇▇▇▇, respectively under this Agreement shall include court costs and attorney’s fees and expenses and costs of the Third-Party Claim in accordance with Section 11.3(b) aboveinvestigating, (i) the Indemnified Party may defend against, and consent to the entry of preparing or defending any judgment on action or enter into any settlement proceeding with respect to, the Third-to any Third Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIClaim.

Matters Involving Third Parties. (a) If subsequent to the Closing any third party notifies any Party shall notify a party entitled to indemnification hereunder (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party another party (the “Indemnifying Party”) under this Article XI8 (a “Third Party Claim”), then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from in writing of the Third Party Claim together with a statement of any obligation hereunder unless (and then solely to the extent) the Indemnifying available information regarding such Third Party is thereby prejudicedClaim. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the The Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that shall cooperate with and make available to the Indemnifying Party must conduct such assistance and materials as the defense Indemnifying Party may reasonably request in relation to such Third Party Claim, all at the expense of the Third-Indemnifying Party, and shall consult with the Indemnifying Party before settling such Third Party Claim. The Purchaser Parties recognize that if a Third Party Claim actively is made, the Sellers may need access, from time to time, after the Closing Date, to certain records and diligently thereafter information held by the Group Companies in order relation to preserve its rights in this regardsuch Third Party Claim to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, the Purchaser Parties agree that from and provided further that after the Indemnified Party may retain separate co-counsel at its sole cost Closing Date, the Purchaser Parties shall allow each Seller (and expense the agents and participate in representatives of such Seller) to inspect, review and make copies of such records and information as such Seller, or the defense agents and representatives of such Seller, reasonably request from time to time during normal business hours and after appropriate prior notification. The Purchaser Parties shall cause the Group Companies to maintain the books and records of the Third-Party ClaimGroup Companies after the Closing for such period as shall be required by applicable Law. (c) So long as the Subject always to all Indemnifying Party has assumed and is conducting the defense Parties having acknowledged their full liability in respect of the Third-a Third Party Claim in accordance with Section 11.3(b) abovewriting to the Indemnified Party, (i) the Indemnified Party shall ensure that all relevant Indemnifying Parties acting jointly can, if so requested, assume the conduct of any related proceedings, negotiations or appeals in respect of such Third Party Claim and, as they shall deem necessary, compromise, avoid or defend, at their cost, and by their own counsel, any such dispute or liability in the name and on behalf of the Indemnified Party. However, the Indemnifying Party will Parties shall not consent to the entry of settle or otherwise compromise, or admit liability in respect of, any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld). If the Indemnifying Parties shall undertake to defend any Third Party Claim: (i) unless the judgment or proposed settlement involves only Indemnifying Parties shall notify the payment Indemnified Party in writing of money damages by one or more their intention to do so; (ii) the Indemnifying Parties shall keep the Indemnified Party informed of all material developments in relation to the relevant Third Party Claim; (iii) the Indemnifying Parties shall respect the reasonable commercial interests of the Indemnified Parties that reasonably could have been known to the Indemnifying Parties; (iv) the Indemnified Parties shall ensure that the Indemnified Parties shall grant to the Indemnifying Parties and does not impose an injunction or other equitable relief upon their advisers and representatives all authorizations and all assistance (including documents, information and access to relevant persons and properties) reasonably necessary to enable the Indemnified Indemnifying Parties, if they elect to do so, to defend such Third Party Claim and to properly conduct any litigation resulting therefrom; and (iiv) the Indemnified Party will not consent to shall ensure that neither the entry Indemnified Party nor any of the Group Companies shall acknowledge any judgment on liability or enter into any settlement with respect to the Third-compromise or settle such Third Party Claim without the Indemnifying Parties’ prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In If the event none Additional Indemnifying Sellers have paid an amount in discharge of any claim under this Agreement and the Purchaser Parties and/or any of the Indemnifying Group Companies (subsequently) are entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser Parties assumes and conducts the defense and/or any of the Third-Party Claim Group Companies (in accordance with Section 11.3(bwhole or in part) above, (i) in respect of the Indemnified Party may defend against, and consent to Losses which are the entry subject matter of any judgment on or enter into any settlement with respect tothe claim, the Third-Party Claim in any manner it may reasonably deem appropriate (and Purchaser Parties shall pursue the Indemnified Party need not consult withrelevant claim against such third party, unless the Purchaser Parties conclude that pursuit of such claim would be harmful to commercial interests of the Purchaser Parties or the Group Companies, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating totheir respective Affiliates, in relation to customers, suppliers or Governmental Authorities, in which case the nature of, or caused by the Third-Party Claim Purchaser Parties shall have no obligation to the fullest extent provided in this Article XIpursue such claim.

Matters Involving Third Parties. (a) If any third Person not a party to this Agreement (including, without limitation, any Governmental Authority) notifies any Party party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party party (the “"Indemnifying Party”) under this Article XI"), then the Indemnified Party shall promptly will notify each Indemnifying Party thereof in writing; provided, however, that no writing within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party shall will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right right, at its sole cost and expense, to assume defend the defense of Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 10 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party (c) So long as the Indemnifying Party is conducting the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that accordance with Section 7.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. , (cii) So long as the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party has assumed (not to be withheld unreasonably), and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (iiii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none any of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim conditions in accordance with Section 11.3(b7.3(b) aboveabove is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiiii) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, to or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 7.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “( the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISECTION 9.1, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; providedPROVIDED, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further PROVIDED FURTHER that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 9.1(D)(II) above, (ia) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iib) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 9.1(D)(II) above, or the Third Party Claim involves an injunction or other equitable relief, however, (ia) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iib) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISECTION 9.1.

Matters Involving Third Parties. (ai) If any third party notifies any that is not an Affiliate of an Indemnified Party (shall notify an “Indemnified Party”) Party with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other (a “Third Party (the “Indemnifying PartyClaim”) against an Indemnifying Party under this Article XISection 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby materially prejudiced. The Indemnified Party shall use its commercially reasonable efforts to obtain a thirty (30)-day extension of the time period required to respond to any Third-Party Claim (the “Extension”). (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days (or if the Indemnified Party obtains the Extension with respect to such Third Party Claim, thirty (30) days) after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. If the Indemnifying Party assumes the defense of the Third Party Claim, such assumption shall be deemed an admission by the Indemnifying Party that such Third Party Claim is subject to the indemnification obligations of the Indemnifying Party set forth in this Section 9. (ciii) So long as If the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b9(e)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) withheld unreasonably), unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party or adversely affect the business of the Indemnified Party and (iiB) provided that the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9(e)(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of If the Indemnifying Parties assumes and conducts Party does not assume or conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b9(e)(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it may reasonably deem deems appropriate in its sole and absolute discretion (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), but such settlement shall not include any admission or specific performance by the Indemnifying Party, and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 9.

Matters Involving Third Parties. (ai) If any third third-party notifies any either Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its the rights in this regardand defenses of the Indemnified Party; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed assumed, and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (aA) If any third party notifies shall notify any Party (an “Indemnified Party”) with respect to Indemnitee about any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) Indemnitors under this Article XISection 8, then the Indemnified Party Indemnitee shall promptly notify each Indemnifying Party thereof the Shareholder Representative in writing; , provided, however, that no delay on the part of the Indemnified Party any Indemnitee in notifying any Indemnifying Party the Shareholder Representative shall relieve the Indemnifying Party Indemnitors from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedIndemnitors are prejudiced by the delay. (bB) Any Indemnifying Party The Shareholder Representative will have the right to assume defend the defense of Indemnitee against the Third-Third Party Claim (other than a Third Party Claim in respect of a breach of any representation or warranty under Section 2.9) with counsel of its choice reasonably satisfactory to the Indemnified Party at any time Indemnitee so long as (i) the Shareholder Representative notifies the Indemnitee in writing within 15 days after the Indemnified Party Indemnitee has given notice of the Third-Third Party Claim; provided, however, Claim that the Indemnifying Party must conduct Indemnitors will indemnify the defense of Indemnitee from and against the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry entirety of any judgment on or enter into any settlement with respect to Damages the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the ThirdThird Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) the Indemnitors conduct the defense of the Third Party Claim actively and diligently. (C) So long as Parent reasonably believes the Indemnitors are conducting the defense of the Third Party Claim in accordance with Section 8.5(b) above, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim and (ii) the 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 Shareholder Representative (which consent shall not be unreasonably withheld). (D) If the Indemnitors are not actively and diligently conducting the defense of the Third Party Claim, or in the case of any Third Party Claim in respect of a breach of any representation or warranty under Section 2.9, then (i) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner it may deem reasonable (and the Indemnitee need not consult with, or obtain any consent from, the Shareholder Representative or any Indemnitor in connection therewith), (ii) the Indemnitors will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third Party Claim (including attorney's fees and expenses) and (iii) the Indemnitors will remain responsible for any Damages the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XISection 6, then the Indemnified Party shall promptly (and in any event within thirty business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section 6(d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned). (dv) In The Indemnifying Party shall reimburse the event none of the Indemnifying Parties assumes Indemnified Party, from time to time, for all expenses and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) abovefees, (i) including court costs and reasonable attorneys' fees and expenses incurred by the Indemnified Party may defend againstin investigating, and consent prosecuting or defending any claim, proceeding or action for which indemnification is provided pursuant to the entry this Section 6. All such reimbursements shall be made within seven days of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIreceipt of written demand therefor.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (an “Indemnified Party”) with respect to any matter (each, a “Third-Third Party Claim”) which may give rise to a claim for indemnification pursuant to this ‎Article VIII, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingand specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. . (b) Any The Indemnifying Party will have the right at any time to assume the defense of against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days and control the defense of such Third Party Claim so long as the Indemnifying Party conducts such defense in a reasonably diligent manner. 31 (c) From and after the Indemnified Party has given notice of the Third-Party Claim; provided, however, date that the Indemnifying Party must conduct has assumed and is conducting the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that accordance with ‎Section 8.5‎(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in in, but not control, the defense of the Third-Third Party Claim. ; (cii) So long as the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has assumed and is conducting the defense affect of the Thirdwaiving, its attorney-Party Claim in accordance client privilege with Section 11.3(b) above, respect thereto; (iiii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party; and (iiiv) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (which shall not to be unreasonably withheld, conditioned or delayed). . (d) In the event none of that the Indemnifying Parties assumes and conducts Party has not assumed the defense of the Third-Third Party Claim in accordance with Section 11.3(b) aboveafter notice thereof, (i) the Indemnified Party may defend against, and consent to against the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and appropriate; (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party will remain responsible for any Losses costs the Indemnified Party may suffer incur resulting from, arising out of, relating to, in from the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIsuch costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI9, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on . Failure to notify the part of the Indemnified Party in notifying any Indemnifying Party shall not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely liability that it may have to the extent) Indemnified Party, except to the Indemnifying Party extent the defense of such claim is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice, including having the effect of tolling or suspending the statute of limitations applicable to such claim. (bii) Any The Indemnifying Party will shall have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at and the Indemnifying Party shall have full control of such defense and proceedings, including any time within 15 days after the Indemnified Party has given notice of the Third-Party Claimcompromise or settlement thereof; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim which provides for or results in any payment by or Obligation of the Indemnified Party of or for any damages or other amount, any Encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (iii) unless Unless and until the judgment or proposed settlement involves only Indemnifying Party assumes the payment of money damages by one or more defense of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Third Party Claim as provided in Section 9(d)(i), the Indemnified Party and may defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iiiv) In no event shall the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld)withheld unreasonably. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying "INDEMNIFYING Party”") under this Article XISECTION 6, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further PROVIDED FURTHER that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 6(d)(ii) above, (iA) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiC) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 6(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iiC) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISECTION 6.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XIVIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b) 8.4 above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with this Section 11.3(b) above8.6, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties will remain responsible for any Losses Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIVIII.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “"Third-Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within fifteen business days after receiving notice of the Third-Party Claim) notify each the Indemnifying Party thereof in writing; , provided, however, that no delay on failure to timely give such notification shall not affect the part of indemnification provided under this Agreement except to the Indemnified Party in notifying any extent the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any have been actually prejudiced as a result of such failure. The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party or establish any judicial or other precedent potentially adverse to the Business. Unless and (iiuntil an Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 8(e)(ii) above, however, the Indemnified Party may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party Parties (not to be unreasonably withheld). This Section 8(e) shall not apply to Tax claims or matters. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may which, if true (without any responsibility for independent investigation of the facts or law contained in such notice from the third party), would give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIVIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, if such Indemnifying Party at any time notifies the Indemnified Party in writing within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim that it does not dispute its potential liability to the Indemnified Party with respect to such Third Party Claim and that it intends to assume the defense of the Third Party Claim, at the Indemnifying Party’s sole cost and expense; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim (and any available cross-claims, counterclaims or third-party claims related thereto) actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is actively and diligently conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one (1) or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and such judgment or proposed settlement includes the giving by the claimant or the plaintiff of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all Adverse Consequences with respect to such Third Party Claim, and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b8.4(b) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIVIII. (e) In the event an Indemnified Party has a claim against an Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing the nature of the claim, an estimate of the amount of damages attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. (f) Amounts payable by the Indemnifying Party to the Indemnified Party in respect of any Adverse Consequences for which any Party is entitled to indemnification hereunder shall be payable by the Indemnifying Party as incurred by the Indemnified Party. Each Indemnified Party shall be required to mitigate Adverse Consequences, and shall reasonably consult and cooperate with each Indemnifying Party with a view towards mitigating Adverse Consequences, in connection with claims for which a party seeks indemnification under Section 8.2.

Matters Involving Third Parties. (a) If Promptly after receipt by an Indemnified Party of notice of the commencement of any claim by a third party notifies any against it, such Indemnified Party (an “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to will, if a claim for indemnification is to be made against any other Party (the “an Indemnifying Party”) under this Article XI, then give prompt notice to the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any commencement of such claim, but the failure to notify the Indemnifying Party shall will not relieve the Indemnifying Party from of any obligation hereunder unless (and then solely Liability that it may have to any Indemnified Party, except to the extent) extent that the Indemnifying Party demonstrates that the defense of such Proceeding is thereby prejudicedmaterially prejudiced by the Indemnified Party’s failure to give such notice. (b) Any If any claim referred to in Section 5.4(a) is brought against an Indemnified Party and it gives notice to the Indemnifying Party will have of the right commencement of such third-party claim, the Indemnifying Party will, unless the claim involves Taxes, be entitled to participate in such third-party claim and, to the extent that it desires, to assume the defense of the Thirdsuch third-Party Claim party claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, unless (i) the Indemnifying Party will not consent is also a party to such third-party claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the entry Indemnified Party of its financial capacity to defend such third-party claim and provide indemnification with respect to such third-party claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such third-party claim, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article V for any judgment on fees of other counsel or enter into any settlement other expenses with respect to the Thirddefense of such third-Party Claim without the prior written consent of party claim that are subsequently incurred by the Indemnified Party in connection with the defense of such third-party claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a third-party claim: (not i) it will be deemed for purposes of this Agreement that the claims made in that third-party claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be unreasonably withheldeffected by the Indemnifying Party without the Indemnified Party’s consent unless (A) unless the judgment there is no finding or proposed settlement involves only the payment admission of money damages by one any violation of Laws or more any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Parties Party, and does not impose an injunction or other equitable relief upon (C) the Indemnified Party is fully released from such claim; and (iiiii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement have no Liability with respect to the Third-Party Claim any compromise or settlement of such claims effected without the prior written its consent, such consent of the Indemnifying Party (not to be unreasonably withheld)withheld or delayed. If notice is given to an Indemnifying Party of the commencement of any third-party claim and the Indemnifying Party does not, within twenty (20) days (or, if earlier, by the tenth (10th) day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the Person asserting the claim) after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume the defense of such third-party claim, the Indemnifying Party will be bound by any determination made in such third-party claim. If the Indemnified Party assumes control of the defense of a third-party claim, the Indemnifying Party shall pay the costs and expenses of such defense, including reasonable attorney’s fees. (dc) In Notwithstanding the event none foregoing, if an Indemnified Party demonstrates that there is a reasonable probability that a third-party claim may adversely affect it or its Affiliates other than as a result of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) abovemonetary damages for which it would be entitled to indemnification under this Agreement, (i) the Indemnified Party may defend againstmay, and consent by notice to the entry of any judgment on Indemnifying Party, assume the exclusive right to defend, compromise or enter into any settlement with respect tosettle such third-party claim, but the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and will not be bound by any determination of a third-party claim so defended or any compromise or settlement effected without its consent (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party which may suffer resulting from, arising out of, relating to, in the nature of, not be unreasonably withheld or caused by the Third-Party Claim to the fullest extent provided in this Article XIdelayed).

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XISection10 or Section11, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing. (b) The Indemnifying Party will have the right within thirty (30) days of receipt of the notice specified in the preceding paragraph to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (c) Unless and until the Indemnifying Party and (iiassumes the defense of the Third Party Claim as provided in Section12(b) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party will not cooperate and make available to the Indemnified Party all books and records and such officers, agents and employees as are reasonably necessary and useful in connection with the defense. (d) In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld). (d) In the event none of withheld and which consent shall be deemed given if the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim has not replied in accordance with Section 11.3(b) above, (i) writing to the Indemnified Party may defend against, and consent to the entry within fifteen (15) days of notice of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible request for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIsuch consent.

Matters Involving Third Parties. (a) If any a Purchaser Indemnitee or a Seller Indemnitee (collectively and individually, an "Indemnified Party") receives notice from a third party notifies any Party (an “Indemnified Party”) with respect to any of a matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party a party (the “an "Indemnifying Party”) under this Article XI"), then the Indemnified Party shall promptly notify each give prompt notice thereof to the Indemnifying Party thereof in writing; provided, however, that no delay on the part of failure so to notify the Indemnified Party in notifying any Indemnifying Party shall not relieve it of any liability that it may have to any Indemnified Party except to the Indemnifying Party from any obligation hereunder unless extent (and then solely to the extent) that the Indemnifying Party demonstrates that the defense of such action is thereby prejudicedprejudiced thereby. (b) Any The Indemnifying Party will have the right shall be entitled to assume the defense of the Third-any Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time by giving Indemnified Party written notice thereof within 15 thirty (30) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the . The Indemnified Party may shall cooperate with the Indemnifying Party in the defense against any Third Party Claim and, in any event, shall have the right to retain separate co-counsel at its sole cost and own expense and participate in the defense of the Third-Third Party Claim. (c) So long as the If an Indemnifying Party has assumed assumes and is conducting the defense of the Third-a Third Party Claim as provided in accordance with Section 11.3(b11.5(b) above, : (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any compromise or settlement with respect to the Third-Party Claim thereof without the Indemnified Party's prior written consent of the Indemnified Party (which shall not to be unreasonably withheld) unless unless: (A) the judgment or proposed compromise or settlement involves only the payment contains no finding or admission of money damages by one or more any violation of the Indemnifying Parties law and does not impose an injunction no injunctive or other equitable relief upon is imposed on the Indemnified Party and Party; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any compromise or settlement with respect to the Third-Party Claim thereof without the Indemnifying Party's prior written consent of the Indemnifying Party (which shall not to be unreasonably withheld). (d) In the event none If notice is given to an Indemnifying Party of the commencement of any Third Party Claim and Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b11.5(b) above, : (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-to such Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and ), and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting or arising from, arising out of, relating to, in the nature of, or caused by or incurred in connection with the Third-Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. . (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.Section 8. (e)

Matters Involving Third Parties. (ai) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XISection 8.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced.for (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given written notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the -28- 33 Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XI(S)8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b(S)8.6(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of If the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b(S)8.6(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI(S)8.

Matters Involving Third Parties. (a) If any third party notifies any Party Seller Indemnitees or Purchaser Indemnitees (an “Indemnified PartyIndemnitee”) with respect entitled to any matter seek indemnification under this ARTICLE 6 receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not an Indemnitee (a “Third-Party Claim”) that ), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the Party against whom such indemnification may give rise to a claim for indemnification against any other Party be sought (the “Indemnifying Party”) under this Article XIwith written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnified Indemnitee’s possession), but in any event not later than thirty (30) calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification, shall promptly notify each not affect the right of the Indemnitee to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section 6.1, or to the extent that the Indemnifying Party thereof is materially prejudiced by the delay or failure. (b) In connection with any Third-Party Claim, the Indemnifying Party may elect, by written notice to the Indemnitee, to assume and control, at its sole expense, the defense of any such Third-Party Claim, and shall, at its sole expense, retain counsel (reasonably satisfactory to the Indemnitee) in writingconnection therewith; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder will not have such right: (i) unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. has acknowledged in writing, within twenty (b20) Any days following the Indemnifying Party’s receipt of notice of the Third-Party Claim, to such Indemnitee the election of the Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to and agreement, for the Indemnified Party at any time within 15 days after the Indemnified Party has given notice benefit of the Indemnitee, that the indemnification provisions of Section 6.2, Section 6.3 or Section 8.1(c) (as applicable) cover such Third-Party Claim; provided, however, ; (ii) unless the Indemnifying Party has provided to such Indemnitee reasonable evidence that the Indemnifying Party must conduct the defense of the has sufficient financial resources to defend such Third-Party Claim; (iii) if such Indemnitee reasonably and in good faith believes that such Third-Party Claim actively would be reasonably detrimental to the reputation, relations with insurance carriers, brokers, Clients or suppliers, or business of the Indemnitee or any of its Affiliates or such Third-Party Claim involves relief other than monetary damages; (iv) if such Third-Party Claim involves criminal allegations or seeks an injunction or other equitable relief; or (v) if an outside counsel advises the Indemnifying Party and diligently thereafter in order the Indemnitee that there are actual or potential unresolvable conflicting interests between the Indemnifying Party and the Indemnitee with respect to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as After the assumption of such defense by the Indemnifying Party, the Indemnifying Party has assumed and is conducting shall not be responsible for the payment of legal fees or expenses incurred thereafter by the Indemnitee (who may, however, continue to participate in, but not control, the defense of the such Third-Party Claim with separate counsel and at its own expense other than as provided in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld6.5(b)). (d) In the event none of that the Indemnifying Parties assumes and conducts Party shall assume the defense of the Third-Party Claim, it shall not settle or compromise such Third-Party Claim unless (i) the Indemnitee gives its prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed, or (ii) the terms of settlement or compromise of such Third-Party Claim (w) provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount, (x) impose no other obligations or duties on the Indemnitee or any of its Affiliates (including any admission of culpability), (y) impose no injunctive or other relief against the Indemnitee or any of its Affiliates and (z) the settlement or compromise unconditionally releases the Indemnitee and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not settle or compromise any Tax-related Third-Party Claim without the Indemnitee’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed. The Indemnitee shall cooperate with the defense of any such Third-Party Claim and shall provide such personnel, technical support and access to information as may be reasonably requested by the Indemnifying Party in connection with such defense. (e) If the Indemnifying Party does not, or does not have the right to, undertake the defense, compromise or settlement of a Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to6.5(b), the Indemnitee will have the right to control the defense or settlement of such Third-Party Claim in any manner it may with counsel of its choosing (reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) satisfactory to the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, Party) but shall not settle or caused by the compromise such Third-Party Claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned). The Indemnifying Party will be entitled to participate in, but not control, the fullest extent provided defense of any Third-Party Claim with separate counsel and at its own expense. The Indemnifying Party shall cooperate with the defense of any such Third-Party Claim and shall provide such personnel, technical support and access to information as may be reasonably requested by the Indemnitee in this Article XIconnection with such defense.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “Indemnified Party”the "INDEMNIFIED PARTY") with respect to any matter (a “Third-Party Claim”"THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Article XIVIII, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief relief, result in an increase of insurance premiums or have other adverse impact upon the Indemnified Party. In the event the Indemnifying Party assumes and thereafter conducts the defense of the Third Party Claim with counsel of its choice as provided above, the Indemnified Party shall have the right to have counsel of its choice monitor the Third Party Claim and the Indemnifying Party and its counsel shall provide access to all documents, pleadings and correspondence in connection therewith. The Indemnifying Party shall pay the reasonable legal fees for monitoring performed by counsel for the Indemnified Party. (iiiii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 8.6(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, and shall be reimbursed by the Indemnifying Party for its legal fees. (iv) So long as the Indemnifying Party is proceeding with its defense of the Third Party Claim in good faith and with due diligence, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party party (the “Indemnifying Party”) under this Article XIIX, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will have the right to shall assume the defense of and defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that so long as the Indemnifying Party must conduct conducts the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights a reasonably diligent manner. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in this regard; and provided further that accordance with Section 9.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). , and (diii) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and will not consent to the entry of any judgment on or enter into any settlement with respect to, to the Third-Party Claim in any manner it may reasonably deem appropriate (and without the prior written consent of the Indemnified Party need (not consult withto be unreasonably withheld), unless the judgment or obtain any consent from, any Indemnifying Party in connection therewith) proposed settlement involves only the payment of money damages and (ii) the Indemnifying Parties will remain responsible for any Losses does not impose an injunction or other equitable relief upon the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIParty.

Matters Involving Third Parties. (ai) If any third third-party notifies any either Party (an “the "Indemnified Party”") with respect to any matter (a “"Third-Party Claim”") that may give rise to a claim for indemnification against any the other Party (the “"Indemnifying Party”") under this Article XI§8 or under §8A, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its the rights in this regardand defenses of the Indemnified Party; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (ciii) So long as the Indemnifying Party has assumed assumed, and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b§8(f)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (div) In the event none of that the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Party Claim in accordance with Section 11.3(b§8(f)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner he, her, or it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) ), and (iiB) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (a) If any third party notifies any shall notify either Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that may give rise to a right to claim for indemnification against any other Party (i) Seller under Section 8.2 or (ii) Buyer under Section 8.3 (each of (i) and (ii), the “Indemnifying Party”) under this Article XI), then the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. The Indemnified Party shall provide reasonable assistance to and (ii) cooperation with the Indemnifying Party in connection with any Third Party Claim. Notwithstanding the foregoing, if the interests of the Indemnified Party, whether or not the Indemnified Party will not consent to is a named party in such Third Party Claim, and the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent interests of the Indemnifying Party (not are or could reasonably be expected by the Indemnified Party to be unreasonably withheld)adverse, the Indemnified Party may assume and thereafter conduct its own defense and the Indemnifying Party shall reimburse the Indemnified Party on a current basis for its Adverse Consequences incurred in the defense thereof. (dc) In the event none of Unless and until the Indemnifying Parties Party assumes and conducts the defense of the Third-Third Party Claim as provided in accordance with Section 11.3(b8.5(b) aboveor in the case of any Third Party Claim pertaining to Taxes, (i) the Indemnified Party may defend against, and consent to against the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIappropriate.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Indemnified Party of any third party claim, demand, assessment or the commencement of any Litigation (an “Indemnified Party”) with respect to any matter (each, a “Third-Third Party Claim”) which may give rise to a claim for indemnification pursuant to this Article VII, the Indemnified Party shall within (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingand specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedactually prejudiced thereby. (b) Any The Indemnifying Party will have has the right right, exercisable by written notice to the Indemnified Party within sixty (60) days of receipt of a notice from such Indemnified Party pursuant to Section 7.5(a), to, at its own expense, assume the defense of against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after and control the Indemnified defense of such Third Party has given notice of Claim so long as the Third-Indemnifying Party Claimconducts such defense in a reasonably diligent manner; provided, however, that the Indemnifying Party must shall not be entitled to assume the conduct and control of defense (unless otherwise agreed to in writing by the defense of Indemnified Party) if (i) the Third-claim for indemnification relates to or arises in connection with any criminal proceeding not involving the Indemnifying Party, (ii) the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that seeks an injunction or equitable relief against the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in or (iii) the Third Party Claim involves defense of claims by any Governmental Authority. In the Third-event of the preceding (i), (ii) or (iii), the Indemnifying Party Claimshall pay the reasonable fees and expenses of one counsel selected by the Indemnified Party (and reasonably satisfactory to the Indemnifying Party). (c) So long as From and after the date that the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b) above7.5(b), (i) the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnified Party in connection with the defense of such claim unless the Indemnified Party is advised in writing by counsel chosen by it that there are one or more defenses available to the Indemnified Party that the Indemnifying Party cannot assert on behalf of the Indemnified Party (in which case the Indemnifying Party shall pay the reasonable fees and expenses of one counsel selected by the Indemnified Party (and reasonably satisfactory to the Indemnifying Party)); (ii) the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in connection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has the effect of waiving, its attorney-client privilege with respect thereto; (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and Party, does not impose an injunction or other equitable relief upon the Indemnified Party and includes as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability with respect to such claim or litigation; and (iiiv) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent will not to be unreasonably withheld), conditioned or delayed. (d) In the event none of If the Indemnifying Parties assumes and conducts Party has not assumed the defense of the Third-Third Party Claim in accordance with Section 11.3(bwithin sixty (60) abovedays after notice thereof, (i) the Indemnified Party may defend against, and consent to against the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and appropriate; (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party will remain responsible for any Losses costs the Indemnified Party may suffer incur resulting from, arising out of, relating to, in from the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XIsuch costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Matters Involving Third Parties. (a) If any third party notifies any Party party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that may give gives rise to a claim for indemnification against any other another Party (the “Indemnifying Party”) under this Article XISection 12, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at in any time event within 15 days ten Business Days after the Indemnified Party has given receiving notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing (a “Notice”); provided, however, that failure to give such Notice shall not limit the right of an Indemnified Party to recover hereunder from any Indemnifying Party except to the extent that the Indemnifying Party’s ability to defend has been materially prejudiced by such failure of the Indemnified Party and solely to the extent of such prejudice. This Section 12.7 shall not apply with respect to any Tax Contests, which shall be governed solely by Section 13.3. (b) Without limiting any rights of the insurer under the R&W Policy, in the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party must shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the defense performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no additional obligation, restriction or Damages shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder), and (iv) employ counsel to contest any such claim or liability; provided that the Indemnifying Party shall not have the right to assume control of such defense, if the claim for which the Indemnifying Party seeks to assume control: (A) seeks non-monetary, equitable or injunctive relief (except where such relief is merely incidental to a primary claim or claims for monetary damages), (B) involves criminal allegations, proceedings, indictments or investigations, (C) involves an actual conflict of interest with respect to the Indemnified Party (it being understood that the existence of a dispute as to whether the Indemnified Party is entitled to indemnification under this Agreement shall not constitute grounds for conflict), or (D) involves a claim for which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnifying Party shall, within 30 days after delivery of the Notice to Indemnifying Party (or sooner, if the nature of the Third-Party Claim actively so requires) (the “Dispute Period”), notify the Indemnified Party of its intention as to the conduct and diligently thereafter in order to preserve its rights in this regard; and control of the defense of such claim, provided further that the Indemnified Party may retain separate co-and its counsel at shall cooperate with the Indemnifying Party and its sole cost and expense and participate in counsel. Until the defense Indemnified Party has received notice of the Third-Indemnifying Party’s election whether to defend any claim, the Indemnified Party Claim. shall take reasonable steps to defend (cbut may not settle) So long as such claim. Once the Indemnifying Party has assumed made such election, the Indemnified Party shall have the right to participate in (but not control) any such defense and is conducting to employ separate counsel of its choosing at such Indemnified Party’s expense. If the Indemnifying Party shall decline to assume the defense of the Third-Party Claim in accordance with Section 11.3(b) aboveany such claim, (i) or the Indemnifying Party will not consent shall fail to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of notify the Indemnified Party (not to be unreasonably withheld) unless within the judgment or proposed settlement involves only the payment of money damages by one or more Dispute Period of the Indemnifying Parties and does not impose an injunction or other equitable relief upon Party’s election to defend such claim, the Indemnified Party and shall defend against such claim (ii) provided that the Indemnified Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim settle such claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned or delayed). (d) In the event none of and the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the as a result of such Third-Party Claim to the fullest extent provided in subject to indemnification under this Article XISection 12.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 9, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudicedmaterially prejudiced in defending any such claim. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party at any time notifies the Indemnified Party in writing within 15 thirty (30) days after the Indemnified Party has given notice of the Third-Third Party Claim, that the Indemnifying Party elects to assume such defense, and (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; , and provided provided, further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed elected to assume and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b(ii) above, (iA) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (B) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Thirty Party Claim in accordance with Section 11.3(b(ii) above, above (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and ), (iiB) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Losses damages or losses the Indemnified Party may suffer resulting from, from arising out of, or otherwise relating to, in to the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 9.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within 5 business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing; , provided, however, that no delay any failure on the part of the an Indemnified Party in notifying any to so notify the Indemnifying Party shall relieve not limit any of the Indemnifying Party from any obligation hereunder unless Indemnified Parties’ rights to indemnification under this Section 8 (and then solely except to the extent) extent such failure materially prejudices the Indemnifying Party is thereby prejudiceddefense of such legal proceeding). (bii) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and damages, does not impose an injunction or other equitable relief upon the Indemnified Party, and does not involve an admission of fault, liability, or guilt by any Indemnified Party; provided further, that the Indemnifying Party and (ii) shall allow the Indemnified Party an opportunity to participate in the defense of the Third-Party Claim with its own counsel and at its own expense after the Indemnifying Party assumes the defense of the Third-Party Claim. (iii) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 8(d)(ii) above, the Indemnified Party may defend against the Third-Party Claim in any manner he, she, or it may reasonably deem appropriate. (iv) In no event will not the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a1) If any third party notifies any Party shall notify either a Vianet Indemnified Person or the Infinop Stockholders, as the case may be (an “Indemnified Party”in EITHER CASE, AN "INDEMNIFIED PARTY") with respect to any matter WITH RESPECT TO ANY MATTER (a “Third-Party Claim”A "THIRD PARTY CLAIM") that which may give rise to a claim for indemnification against any other Party INDEMNIFICATION AGAINST ANY OTHER PARTY (the “Indemnifying Party”THE "INDEMNIFYING PARTY") under this Article XISection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingEACH INDEMNIFYING PARTY THEREOF IN WRITING; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b2) Any Indemnifying Party will have the right to assume defend the defense of Indemnified Party against the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after so long as (A) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (B) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party has given notice Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Third-Party Claim; providedIndemnified Party, however, that and (C) the Indemnifying Party must conduct conducts the defense of the Third-Third Party Claim actively and diligently thereafter diligently. (3) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in order to preserve its rights in this regard; and provided further that accordance with Section 9(d)(ii) above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. , (cB) So long as the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party has assumed (not to be withheld unreasonably), and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (iC) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d4) In the event none any of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim conditions in accordance with Section 11.3(b9(d)(ii) aboveabove is or becomes unsatisfied, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iiC) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 9.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection8, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in in, but not direct, the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bSection8(d)(ii) above, (iA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (iiB) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld or delayed unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bSection8(d)(ii) above, however, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection8.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Buyer Indemnified Party or Seller Indemnified Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that ), which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XIVIII, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing, describing the claim, the amount thereof (if known and quantifiable) and the basis of the claim; provided, however, that no delay on the part failure of the Indemnified Party in notifying to give any Indemnifying Party notice required under this Section 8.4(a) shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article VIII except to the extent) the , if at all, that such Indemnifying Party is thereby prejudicedshall have been prejudiced thereby. (b) Any Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim at such Indemnifying Party’s expense, and, upon agreeing in writing that it is obligated to indemnify the Indemnified Party with respect to such Third-Party Claim hereunder, at its option will have the right at any time to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that (i) in no event shall the Indemnifying Party must conduct be permitted to assume the defense of the a Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that if (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the reasonably determines that such Third-Party Claim in accordance with Section 11.3(bmay materially and adversely impact the reputation of such Indemnified Party or one of its Affiliates or (B) abovesuch Third-Party Claim involves an Educational Agency or an Educational Approval, and (iii) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) , delayed or conditioned), unless the Indemnifying Party shall (A) pay or cause to be paid all amounts arising out of such settlement or judgment or proposed settlement involves only concurrently with the payment effectiveness of money damages by one or more such settlement, (B) not encumber any of the Indemnifying Parties material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and does not impose an injunction (C) obtain, as a condition of any settlement or other equitable relief upon resolution, a complete release of any Indemnified Party potentially affected by such Third-Party Claim, in which case no consent will be required; and provided, further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim (ii) it being understood, however, that the Indemnifying Party shall control such defense and shall be liable solely for the costs and expenses of counsel of its choice reasonable satisfactory to the Indemnified Party, except in those instances where counsel selected by the Indemnifying Party will has a conflict of interest (based on the advice of counsel to this effect), in which case then the Indemnifying Party shall pay the expenses of both the Indemnified Party’s counsel and the Indemnifying Party’s counsel). An Indemnified Party shall not consent to the entry of settle or compromise any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned). (d) In the event none of the . The Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) shall keep the Indemnified Party may defend againstinformed of all material developments and events relating to such Third Party Claims. The Indemnified Party will cooperate with the Indemnifying Party and its counsel in the review, investigation and defense of any such claim, shall make available its personnel, and consent shall provide such testimony and access to its books and records as is reasonably requested by the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) . If the Indemnifying Parties will remain responsible for any Losses Party does not notify the Indemnified Party may suffer resulting fromin writing within twenty (20) days after the receipt of the Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, arising out ofthe Indemnified Party shall have the right to contest, relating to, in the nature of, settle or caused by compromise the Third-Party Claim Claim, but shall not thereby waive any right to the fullest extent provided in indemnity therefor pursuant to this Article XI.Agreement. 42 Section 8.5

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay . The failure to give such notice on a timely basis shall not affect the part of indemnification provided herein except to the Indemnified Party in notifying any Indemnifying Party shall relieve extent the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudicedhas actually been prejudiced as a result of such failure. (bii) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages which are covered in full by one or more of the Indemnifying Parties indemnity and does not impose an injunction or other equitable relief upon the Indemnified Party; provided further, however, with respect to claims for indemnity under Section 8(b)(i) that during the period in which the cumulative amount of the Adverse Consequences for which indemnity is being sought is less than the Aggregate Deductible, the Indemnified Party and (ii) will have the right to assume the defense of a Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnifying Party; provided, however, that the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (diii) In the event none of the Unless and until an Indemnifying Parties Party assumes and conducts the defense of the Third-Third Party Claim as provided in accordance with Section 11.3(b8(d)(ii) above, (i) however, the Indemnified Party may defend against, and against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to, to the Third-Third Party Claim in any manner it may reasonably deem appropriate (and without the Indemnified Party need not consult with, or obtain any prior written consent from, any Indemnifying Party in connection therewith) and (ii) of the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XIwhich consent shall not be withheld unreasonably.

Matters Involving Third Parties. (ai) If any third party notifies any Party (an “the "Indemnified Party”") with respect to any matter (a “"Third-Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISection 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the an Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from of any obligation of its obligations hereunder unless (and then solely to the extent) extent that the Indemnifying Party is thereby prejudicedirrevocably prejudiced by such delay. The notice shall include a description of the Third-Party Claim and copies of all documents relating to the claim. (bii) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party ClaimParty; provided, however, provided that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement fully releases such Indemnified Party and involves only the payment of money damages that are covered in full by one or more of the Indemnifying Parties indemnity and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) is subject to confidentiality provisions acceptable to the Indemnified Party (which approval will not be unreasonably withheld by the Indemnified Party). (iii) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in Section 8(d)(ii), the Indemnified Party may defend against the Third-Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the each Indemnifying Party (Party, which consent shall not to be unreasonably withheld). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party (an “( the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party (the “"Indemnifying Party”") under this Article XISECTION 9.1, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 fifteen (15) days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 9.1(D)(ii) above, (ia) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party Party, and (iib) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (div) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(bSECTION 9.1(D)(ii) above, or the Third Party Claim involves an injunction or other equitable relief, however, (ia) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iib) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISECTION 9.1.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any the other Party (the “Indemnifying Party”) under this Article XI§8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any The Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b§8.6(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties Party and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (d) In the event none of If the Indemnifying Parties assumes Party does not assume and conducts conduct the defense of the Third-Third Party Claim in accordance with Section 11.3(b§8.6(b) above, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any the Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XI§8.

Matters Involving Third Parties. (a) 7.4.1 If any third party notifies any Party (an the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third-Party Claim”) that may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI7, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writingthereof; provided, however, provided that no delay on the part failure of the Indemnified Party in notifying any Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely of its obligations under this Article 7 except to the extentextent (if any) that the Indemnifying Party is thereby prejudicedshall have been actually materially prejudiced thereby. (b) 7.4.2 Any Indemnifying Party will shall have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must and thereafter conduct the defense of the Third-Party Claim actively at its own expense and diligently thereafter in order with counsel reasonably satisfactory to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as Party; provided that the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the any Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement settlement: (a) involves only the payment of money damages (all of which will be paid by one or more of the Indemnifying Parties and Party); (b) does not impose an injunction or other equitable relief upon the Indemnified Party; (c) does not include the admittance of any fault; (d) involves a dismissal of the underlying claim without prejudice (if applicable); (e) includes a full release by the plaintiff or claimant of all Buyer Indemnified Parties or Seller Indemnified Parties, as applicable, from any Liability; and (f) includes a provision whereby the plaintiff or claimant in the matter is prohibited from disclosing publicly any information regarding the Third-Party and Claim or such relief without the Indemnified Party’s prior consent. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of, defend, compromise or settle any such Third-Party Claim in the name of the Indemnified Party if: (i) the Indemnifying Party fails to defend or fails to prosecute the defense within a reasonable time period (not to exceed thirty (30) days from the date the Indemnified Party provides notice of such Third-Party Claim) or withdraws from such defense; (ii) the Indemnified Party will shall have determined in good faith that an actual or potential conflict of interest makes representation of the Indemnifying Party and Indemnified Party by the same counsel or the counsel selected by the Indemnifying Party inappropriate; (iii) the Third-Party Claim is a criminal Proceeding; (iv) in the case of a Buyer Indemnified Party, the Third-Party Claim is by a customer or supplier of Buyer or the Indemnified Party reasonably believes an adverse determination (or adverse actions to be taken by or on behalf of the Indemnified Party) with respect to the Third-Party Claim would be detrimental to or injure the reputation of Buyer, Buyer’s Affiliates or any of their respective businesses; or (v) the Third-Party Claim involves a claim of infringement, misuse or misappropriation of any Intellectual Property Rights. If the Indemnified Party has assumed the defense of the Third-Party Claim, the Indemnified Party shall not consent to the entry of any judgment on or enter into any settlement with respect to the such Third-Party Claim without first seeking the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld); provided that the granting of consent by the Indemnifying Party shall not be deemed to constitute an admission by the Indemnifying Party or evidence that any indemnification claim against the Indemnifying Party by the Indemnified Party regarding such Third-Party Claim is valid, and the Indemnifying Party may in its sole discretion reserve and retain all applicable defenses with respect thereto (including the defense that there is no underlying grounds for indemnification with respect to such Third-Party Claim). (d) In 7.4.3 The Indemnified Party and its counsel may participate in the event none defense of a Third-Party Claim even if the Indemnifying Party chooses to assume and conduct the defense of such Third-Party Claim, but in such case the expenses of the Indemnifying Parties assumes and conducts Indemnified Party’s additional counsel shall be paid by the Indemnified Party. 7.4.4 The Party conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) shall keep the Indemnified Party may defend against, and consent to the entry not conducting such defense reasonably apprised of any judgment on or enter into any settlement material developments with respect to, the to such Third-Party Claim in any manner it may reasonably deem appropriate (and shall, upon the Indemnified reasonable request of the other Party, provide the other Party need not consult withwith all material pleadings, or obtain any consent from, any Indemnifying Party in connection therewith) notices and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the communications with respect to such Third-Party Claim to the fullest extent provided in this Article XIthat receipt of such documents does not waive any privilege.

Matters Involving Third Parties. (ai) If any third party notifies shall notify any Party party entitled to be indemnified hereunder (an “the "Indemnified Party”") with respect to any matter (a “Third-"Third Party Claim”") that which may give rise to a claim for indemnification against any other Party the Company or the Investor (the “"Indemnifying Party”") under this Article XISection 10.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (bii) Any Indemnifying Party will have the right to assume the defense of the Third-Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 15 days after the Indemnified Party has given notice of the Third-Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (ciii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (i) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) So long as the Indemnifying Party has assumed and (iiis conducting the defense of the Third Party Claim in accordance with Section 10.4.3(ii) above, the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheldwithheld unreasonably). (dv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Third Party Claim in accordance with Section 11.3(b10.4.3(ii) above, (iA) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner he or it reasonably may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (iiB) the Indemnifying Parties will remain responsible for any Losses Adverse Consequences the Indemnified Party may 22 Investment Agreement suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.4.

Matters Involving Third Parties. (a) If any third party notifies shall notify any Party (an the “Indemnified Party”) with respect to any matter (a “Third-Third Party Claim”) that which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article XI10, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is thereby prejudiced. (b) Any Indemnifying Party will have the right to assume and control (at its sole cost and expense) the defense of the Third-Third Party Claim (unless the Third Party Claim involves Taxes) with counsel of its choice reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party at any time notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third-Third Party ClaimClaim that the Indemnifying Party elects to assume such defense, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedental custom or practice materially adverse to the continuing business interests of the Indemnified Party; provided, however, that the Indemnifying Party must conduct the defense of the Third-Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Third Party Claim. (c) So long as The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party has assumed and is conducting (not to be withheld unreasonably); provided however, that if the defense Indemnified Party notifies the Indemnifying Party in writing of the Third-material terms of, and requesting the Indemnifying Party Claim to consent to, such judgment or settlement and the Indemnifying Party does not respond in accordance with Section 11.3(b) abovewriting thereto within 15 days after receipt of such notice and request, (i) the Indemnifying Party shall be deemed to have consented to the entry of such judgment or settlement. The Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon ); provided however, that if the Indemnified Party notifies the Indemnifying Party in writing of the material terms of, and (ii) requesting the Indemnified Indemnifying Party will to consent to, such judgment or settlement and the Indemnifying Party does not consent respond in writing thereto within 15 days after receipt of such notice and request, the Indemnifying Party shall be deemed to have consented to the entry of any such judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)settlement. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-a Third Party Claim not involving Taxes in accordance with Section 11.3(bsubsection (b) above, or in the event of a Third Party Claim involving Taxes, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Third Party Claim in any manner it reasonably and in good faith may reasonably deem appropriate (and the Indemnified Party need not consult after consultation with, or obtain any and (subject to the provisos contained in Section 10.4(c) above) the consent fromof, any the Indemnifying Party in connection therewith) and therewith (which consent shall not be unreasonably withheld), (ii) the Indemnifying Parties Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), (iii) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim, and (iv) the Indemnifying Party will remain responsible for any Losses Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, or otherwise relating to, in to the nature of, or caused by the Third-Third Party Claim to the fullest extent provided in this Article XISection 10.

Matters Involving Third Parties. (a) If any third party notifies any Party (an the “Indemnified Party”) with respect to any matter (including for the avoidance of doubt the matters set forth on Section 3.7 of the Disclosure Schedules) (a “Third-Party Claim”) that may give gives rise to a claim for indemnification against any other another Party (the “Indemnifying Party”) under this Article XI10, then the Indemnified Party shall promptly (and in any event within fifteen Business Days after receiving notice of the Third Party Claim) notify each the Indemnifying Party thereof in writingwriting (a “Notice”); provided, however, that no delay on failure to give such Notice within such fifteen-Business Day period or otherwise shall not limit the part right of the an Indemnified Party in notifying to recover hereunder from any Indemnifying Party shall relieve except to the extent that such Indemnifying Party suffers any material prejudice or material harm with respect to such claim as a result of such failure except and to the extent that the Indemnifying Party from any obligation hereunder unless can demonstrate actual loss or actual prejudice (and then in any event, solely to the extentextent of such loss or prejudice) the Indemnifying Party is thereby prejudicedas a result of such failure. (b) Any As between the Indemnified Party and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, the Indemnifying Party shall be entitled at its cost and expense to (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the performance of any required activities, (iii) take all other steps to settle or defend any such claim (provided that the Indemnified Party is given the opportunity to reasonably participate in such defense and the Indemnifying Party shall not settle any such claim without the consent of the Indemnified Party unless the settlement includes a complete release of the Indemnified Party with respect to the claim and no additional obligation, restriction or Losses shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder), and (iv) employ counsel to contest any such claim or liability; provided that the Indemnifying Party shall not have the right to assume control of such defense, if the defense claim for which the Indemnifying Party seeks to assume control: (A) seeks non-monetary, equitable or injunctive relief, (B) involves criminal allegations, proceedings, indictments or investigations, (C) involves an actual conflict of interest with respect to the Indemnified Party, or (D) involves a claim for which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnifying Party shall, within 30 days after delivery of the Notice to the Indemnifying Party (or sooner, if the nature of the Third-Party Claim with counsel of its choice reasonably satisfactory to so requires) (the “Dispute Period”), notify the Indemnified Party at any time within 15 days after of its intention as to the conduct and control of the defense of such claim, provided that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel. Until the Indemnified Party has given received notice of the Third-Indemnifying Party’s election whether to defend any claim, the Indemnified Party Claim; provided, however, that shall take reasonable steps to defend (but may not settle) such claim. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party must conduct has failed to assume the defense thereof. Once the Indemnifying Party has made such election, the Indemnified Party shall have the right to participate in (but not control) any such defense and to employ separate counsel of its choosing at such Indemnified Party’s expense. If the Indemnifying Party shall decline to assume the defense of any such claim, or the Third-Indemnifying Party Claim actively and diligently thereafter in order shall fail to preserve its rights in this regard; and notify the Indemnified Party within the Dispute Period of the Indemnifying Party’s election to defend such claim, the Indemnified Party shall defend against such claim (provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnifying Party will shall not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim settle such claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (ii) the Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). (dParty) In the event none of and the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Section 11.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith) and (ii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the as a result of such Third-Party Claim to the fullest extent provided in subject to indemnification under this Article XI10. (c) In the event of any conflict between this Section 10.5 and Article 8, Article 8 shall govern.