Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this Agreement, then the Indemnified Party shall promptly notify each Indemnifying Party thereof; provided, however, that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 unreasonably withheld, conditioned or delayed), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Party.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”) a Seller Indemnitee with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for ------------------- indemnification against any other Party (the “Indemnifying Party”) Buyer under this Agreement6, then the Indemnified Party Seller Indemnitee shall promptly notify each Indemnifying Party thereofthe Buyer thereof in writing; provided, however, that no ----------------- delay on the failure to so notify part of the Indemnifying Party promptly Seller Indemnitee in notifying the Buyer shall not relieve the Indemnifying Party of its obligations Buyer from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyBuyer thereby is prejudiced. (bii) Any Indemnifying Party The Buyer will have the right to defend the Indemnified Party Seller Indemnitee against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Seller Indemnitee so long as (iA) the Indemnifying Party Buyer notifies the Indemnified Party, Seller Indemnitee in writing within thirty (30) Business Days 10 days after the Indemnified Party Buyer has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming Buyer will indemnify the defense Seller Indemnitee from and against the entirety of such any Loss the Seller Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party Buyer provides the Indemnified Party Seller Indemnitee with evidence reasonably acceptable to the Indemnified Party Seller Indemnitee that the Indemnifying Party has and Buyer will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Seller Indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests of the Seller Indemnitee, and provides security therefor, (iiiE) the Indemnifying Party Buyer conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and diligently. (iviii) So long as the Buyer is conducting the defense of the Third Party Claim in accordance with 6(b)(ii) above, (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party Seller Indemnitee may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant participate in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b)Claim, (iiB) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) the Indemnified Party Seller 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 Indemnifying Party Buyer (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party Buyer will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartySeller Indemnitee (not to be withheld unreasonably). (iv) In the event any of the conditions in 6(b)(ii) above is or becomes unsatisfied, however, (A) the Seller 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 reasonably may deem appropriate (and the Buyer need not consult with, or obtain any consent from, any Seller Indemnitee in connection therewith), (B) the Buyer will reimburse the Seller Indemnitee promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (vC) the Indemnified Party shallBuyer will remain responsible for any Loss the Seller Indemnitee may suffer resulting from, at the Indemnifying Party’s request and at the Indemnifying Party’s expensearising out of, reasonably cooperate relating to, in the defense of nature of, or caused by the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this 6.

Matters Involving Third Parties. (a) 15.12.1 If any third Person other than a party shall notify any Party (the “Indemnified Party”) with respect to any matter this Agreement (a “"Third Party Claim”Party") asserts a right or claim which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementArticle (a "Third Party Claim"), then any party having Knowledge of the matter shall promptly notify the other parties of the matter; provided that any delay by the Indemnified Party shall promptly notify each Indemnifying Party thereof; provided, however, that the failure to so notify the Indemnifying Party promptly in providing notice shall not relieve affect the Indemnifying Party right of its obligations hereunder except to the extent such failure shall have materially prejudiced indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. (b) Any 15.12.2 An Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as indemnification under this Article provided (ia) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days fifteen days after the Indemnified Party has given notice receipt of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary notice required under applicable procedural rules in order to file a timely appearance and response) this Section that the Indemnifying Party is assuming will indemnify the defense of such Third Indemnified Party Claimas required by this Article, (iib) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against both undertake the defense and fulfill its indemnification obligations, (c) the Third Party Claim involves only money damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (including any increased losses caused by such defensed) and fulfill its indemnification obligations hereunder settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiie) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)diligently. The Indemnifying Party will not consent Party's choice of legal counsel for a defense under this Subsection 15.12.2 shall be reasonably satisfactory to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the 15.12.3 At any time an Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)15.12.2, (ii) the Indemnified Party may retain separate co-counsel at its sole cost own expense and expense (except that participate in the defense. If both the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that are participating in the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)defense, (iii) the Indemnified Party will not neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent consent, which shall not be withheld unreasonably. 15.12.4 If, however, at any time an Indemnifying Party is conducting the defense of the Indemnifying Third Party (Claim but not to be unreasonably withheldin accordance with Section 15.12.2, conditioned or delayed), (iv) the Indemnifying Indemnified Party will not may conduct its own defense and may consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense Third Party Claim in any manner it may reasonably determine with the consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 15.12.4 shall not affect its right of indemnification under this Article.

Matters Involving Third Parties. (a) If any third party shall notify any Party party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party party hereto (the “Indemnifying Party”"INDEMNIFYING PARTY") under this AgreementArticle VII, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such all damages, costs, liabilities, losses and expenses, including reasonable attorneys' fees and expenses, which the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 precedential custom or practice adverse to the continuing Business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)7.04(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 unreasonably withheld, delayed or conditioned or delayedunreasonably), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably); PROVIDED, HOWEVER, that the Indemnified Party shall have the right to employ its own counsel in any action and the fees and expenses of such counsel shall be at the expense of the Indemnifying Party in the event that the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party). (d) In the event any of the conditions in Section 7.04(b) above is or becomes unsatisfied, and (vi) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party’s request Party will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party’s expenseParty will remain responsible for all damages, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claimcosts, then liabilities, losses and expenses, including reasonable attorneys' fees and expenses, which the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Article VII.

Matters Involving Third Parties. (a) Section 9.4.1 If any third party shall notify notifies any Party (the “‘‘Indemnified Party”’’) with respect to any matter (a “Third ‘‘Third-Party Claim”’’) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “‘‘Indemnifying Party”’’) under this AgreementSection 9.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (b) Section 9.4.2 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s its choice, reasonably satisfactory to the Indemnified Party, so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming shall indemnify the defense Indemnified Party from and against the entirety of such Third any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which diligently. Section 9.4.3 So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)9.4.2 above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 withheld, conditioned or delayed), ) and (ivC) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). Section 9.4.4 In the event any of the conditions in Section 9.4.2 above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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), (B) the Indemnifying Party’s request Party shall reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties shall remain responsible for any Third Party Claim, then adverse consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Article IX.

Matters Involving Third Parties. (a) If any third party shall notify any Party either party to this Agreement (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party party to this Agreement (the “"Indemnifying Party”") under this AgreementArticle VII, then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense of such Indemnified Party from the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)7.6(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 (Party, which shall not to be unreasonably withheld, conditioned or delayed), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party, and which shall not be withheld unreasonably. (vd) If any of the conditions in Section 7.6(b) above is or becomes unsatisfied, however, (i) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party’s request Party will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Party will remain responsible for any Third Party Claim, then Losses and Liabilities the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Article VII.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”) Pa!1(Y)'j with respect to any matter (a “"Third Party Pa!1(Y) Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”) " under this AgreementSection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 10 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (ii) 8) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedent, custom or practice adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct IS conducting the defense of the Third Party Claim in accordance with Section 6.3(b)No. 7(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iii) 8) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 7(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (8) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any Party party entitled to indemnification hereunder (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is materially prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 business days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto and provides security thereforto, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (iiiE) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld, and conditioned or delayed). (viv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, reasonably his or its choice satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty twenty (3020) Business Days days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such Third any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at his or its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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, conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third-Party Claim (including attorneys’ fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 8.

Matters Involving Third Parties. (a) 16.12.1 If any third Person other than a party shall notify any Party (the “Indemnified Party”) with respect to any matter this Agreement (a “"Third Party Claim”Party") asserts a right or claim which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementArticle (a "Third Party Claim"), then any party having Knowledge of the matter shall promptly notify the other parties of the matter; provided that any delay by the Indemnified Party shall promptly notify each Indemnifying Party thereof; provided, however, that the failure to so notify the Indemnifying Party promptly in providing notice shall not relieve affect the Indemnifying Party right of its obligations hereunder except to the extent such failure shall have materially prejudiced indemnification unless the Indemnifying Party's rights and interests under this Article or otherwise have been materially prejudiced by the delay. (b) Any 16.12.2 An Indemnifying Party will have the right to may defend the an Indemnified Party against the any Third Party Claim with counsel giving rising to a right of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as indemnification under this Article provided (ia) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days fifteen days after the Indemnified Party has given notice receipt of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary notice required under applicable procedural rules in order to file a timely appearance and response) this Section that the Indemnifying Party is assuming will indemnify the defense of such Third Indemnified Party Claimas required by this Article, (iib) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against both undertake the defense and fulfill its indemnification obligations, (c) the Third Party Claim involves only money damages and does not seek equitable relief which might be materially adverse to the Indemnified Party's continuing business, (including any increased losses caused by such defensed) and fulfill its indemnification obligations hereunder settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiie) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)diligently. The Indemnifying Party will not consent Party's choice of legal counsel for a defense under this Subsection 16.12.2 shall be reasonably satisfactory to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the 16.12.3 At any time an Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)16.12.2, (ii) the Indemnified Party may retain separate co-counsel at its sole cost own expense and expense (except that participate in the defense. If both the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that are participating in the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)defense, (iii) the Indemnified Party will not neither may consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the other's prior written consent consent, which shall not be withheld unreasonably. 16.12.4 If, however, at any time an Indemnifying Party is conducting the defense of the Indemnifying Third Party (Claim but not to be unreasonably withheldin accordance with Section 16.12.2, conditioned or delayed), (iv) the Indemnifying Indemnified Party will not may conduct its own defense and may consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense Third Party Claim in any manner it may reasonably determine with the consent of the Indemnifying Party, which shall not be unreasonably withheld, in which case the Indemnifying Party shall promptly and at reasonable intervals periodically reimburse the Indemnified Party for the costs of its defense (including reasonable attorneys' fees). An Indemnified Party's action under this Section 16.12.4 shall not affect its right of indemnification under this Article.

Matters Involving Third Parties. (a) i. If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) ii. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which diligently. iii. So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(i)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party, and Party (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partybe withheld unreasonably).

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 8, then the Indemnified Party shall as promptly as reasonably possible after receipt of notice of the Third Party Claim (but in no event later than ten (10) Business Days after receipt by the Indemnified Party of notice of the Third Party Claim) notify each the Indemnifying Party thereofthereof in writing, and in reasonable detail, of the Third-Party Claim; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure extent) the Indemnifying Party is thereby prejudiced. Thereafter, the Indemnified Party shall have materially prejudiced 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. (b) Any An Indemnifying Party will have the right to defend assume and control the defense of the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent indemnify the Indemnified Party reasonably concludes that from and against the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry entirety of any judgment with respect to Damages the matterIndemnified Party may suffer resulting from, arising out of, relating to, in the nature of or enter into any settlement which either imposes caused by the Third-Party Claim and (ii) the Third-Party Claim involves only money Damages and does not seek an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partyrelief. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)8.7(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 and (not to be unreasonably withheld, conditioned or delayed), (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). (d) In the event any of the conditions in Section 8.7(b) above is or becomes unsatisfied, and however, (vi) the Indemnified Party shallmay defend against, at 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 deem appropriate (and the Indemnified Party shall consult with, but shall not need to obtain any consent from, the Indemnifying Party’s request and at Party prior to consenting to any judgment or the entry into any settlement in connection therewith), (ii) the Indemnifying Party’s expense, reasonably cooperate in Party will reimburse the defense Indemnified Party promptly and periodically for the costs of defending against the matter. In Third-Party Claim (including reasonable attorneys’ fees and expenses) and (iii) the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Indemnifying Party will remain responsible for any Third Party Claim, then Damages the Indemnified Party may assume control suffer resulting from, arising out of, relating to, in the nature of or caused by the defense of such claim Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this Agreementss.8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably its choice [reasonably] satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days [15 days] after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably [reasonably] acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice [materially] adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)ss.8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheldwithheld unreasonably)], conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty [(not to be withheld unreasonably)]. (iv) In the event any of the conditions in ss.8(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including [reasonable] attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this ss.8.

Matters Involving Third Parties. (a) i. If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Agreementss. 8 (a "THIRD PARTY CLAIM"), then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) ii. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 10 business days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any Adverse Consequences the EXHIBIT 10.49 Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which diligently. iii. So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Party Claim in accordance with Section 6.3(b)ss. 8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iiiClaim,(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 without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). iv. In the event any of the conditions in ss. 8(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this ss. 8.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Party (the “Indemnified Party”) Indemnitee with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified an Indemnification Claim against the Indemnifying Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementArticle IX, then the Indemnified Party Indemnitee shall promptly notify each the Indemnifying Party thereofthereof promptly and in any event within ten (10) Business Days after receiving any written notice from a third party; provided, however, that no delay on the failure to so notify part of the Indemnitee in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except to the extent that such failure shall have materially prejudiced adversely affects the right of the Indemnifying PartyParty to assert any reasonable defense to such Indemnification Claim. (b) Any Once the Indemnitee has given notice of the matter to the Indemnifying Party, the Indemnitee may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to Section 9.4(c), defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party will have may at any point in time choose to assume the right to defense of all of such matter, in which event: (i) the Indemnifying Party shall defend the Indemnified Party Indemnitee against the Third Party Claim matter with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, ; and (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party Indemnitee may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will shall be responsible for the fees and expenses of the one separate co-counsel for all Indemnitees to the extent the Indemnified Party reasonably concludes Indemnitee is advised, in writing by its counsel, that either (A) the counsel the Indemnifying Party has selected has an actual or potential a conflict of interestinterest or (B) there are legal defenses available to the Indemnitee that are materially different from or additional to those available to the Indemnifying Party). . (d) The Indemnifying Party will Indemnitee shall not consent to the entry of any a judgment with respect to the matter, or enter into any settlement with respect to any matter which either imposes may give rise to an injunction Indemnification Claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld or other equitable relief upon delayed. (e) The Indemnifying Party shall not consent to the Indemnified Party entry of a judgment or does not include enter into any settlement with respect to any matter which may give rise to an Indemnification Claim or enter into any settlement unless, in each case, such judgment or settlement includes a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party Indemnitee from all Liability with respect thereto thereto, without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfiedIndemnitee, then (i) the Indemnifying Party which consent may conduct the defense of the Third Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 unreasonably withheld, conditioned withheld or delayed), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Party.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementParagraph 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced by such delay. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies notified the Indemnified Party, within thirty (30) Business Days Party in writing with 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will, to the defense full extent required by this Agreement, indemnify the Indemnified Party from and against the entirety of such 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damage and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a prejudicial custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(c)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section8(c)(ii) above is or is not complied with, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Losses the Indemnified Party may assume control of suffer, result from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this paragraph 8.

Matters Involving Third Parties. (a) 5.4.1 If any third party shall notify any Party Person that is entitled to seek indemnification pursuant to Sections 5.2 or 5.3 hereof (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party Person (the “Indemnifying Party”"INDEMNIFYING PARTY") under this AgreementArticle 5, then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any 5.4.2 The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of such or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which diligently. 5.4.3 So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Party Claim in accordance with Section 6.3(b)5.4.2 above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). 5.4.4 In the event any of the conditions in Section 5.4.2 above is or becomes unsatisfied, and however, (vi) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party’s request and at Party in connection therewith), (ii) the Indemnifying Party’s expense, reasonably cooperate in Party will reimburse the defense Indemnified Party promptly and periodically for the costs of defending against the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party ClaimClaim (including reasonable attorneys' fees and expenses), then and (iii) the Indemnifying Party will remain responsible for any and all Losses the Indemnified Party may assume control suffer resulting from, arising out of, relating to, in the nature of or caused by the defense of such claim Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Article 5.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is actually prejudiced by such delay. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, so Party as long as (iA) the Indemnifying Party notifies the Indemnified Party, within thirty Party in writing not later than fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and diligently. (iviii) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which As long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Party Claim in accordance with Section 6.3(b)5(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 5(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses and the amount paid in settlement), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party Third Party shall notify any Sellers Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) Buyers under this AgreementSection 12, then the such Sellers Indemnified Party shall promptly notify each Indemnifying Buyers thereof in writing; provided that no delay on the part of such Sellers Indemnified Party thereof; provided, however, that the failure to so notify the Indemnifying Party promptly in notifying Buyers shall not relieve the Indemnifying Party of its obligations Buyers from any obligation hereunder except unless (and then solely to the extent such failure shall have materially extent) Buyers are prejudiced the Indemnifying Partythereby. (b) Any Indemnifying Party will Buyers shall have the right to defend the such Sellers Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, their choice reasonably satisfactory to the such Sellers Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days days after the receiving such notice, Buyers shall give written notice to such Sellers Indemnified Party has given notice of stating whether it disputes the claim for indemnification and whether it shall defend against any Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance liability at its own cost and response) that the Indemnifying Party is assuming the defense of such Third Party Claimexpense, (ii) the Indemnifying Third Party provides the Indemnified Party Claim involves only money damages and does not seek an injunction or other equitable relief and settlement of, or an adverse judgment with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against respect to, the Third Party Claim (including any increased losses caused by is not, in the good faith judgment of such defense) Sellers Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of such Sellers Indemnified Party, and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts Buyers conduct the defense of the Third Party Claim actively and diligently diligently; provided that if the claim is one that cannot by its nature be defended solely by Buyers, the Sellers Indemnified Party shall make available all information and at its own costs assistance reasonably available and expense, and (iv) necessary for the defense of the Third Party Claim as Buyer may reasonably request and shall cooperate with Buyers in such defense. (Ac) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim So long as Buyers are conducting the defense of the Third Party Claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other handaccordance with Section 12.6(b), (Bi) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 such Sellers Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant participate in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b)Claim, (ii) the such Sellers Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) the Indemnified Party will 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 Indemnifying Party Buyers (which consent shall not to unreasonably be unreasonably withheld, conditioned or delayed), and (iviii) the Indemnifying Party will Buyers shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon with respect to the Indemnified Third Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Claim unless written agreement is obtained releasing such Sellers Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, liability thereunder. Purchase and Sale Agreement (vd) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that any of the conditions in Section 6.3(b12.6(b) are not satisfied is or become unsatisfied in the case of any Third Party Claimbecomes unsatisfied, then the however, (i) such Sellers Indemnified Party may assume control of the defense of such claim defend against, and consent to the entire exclusion entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and such Sellers Indemnified Party need not consult with, or obtain any consent from, Buyers in connection therewith), (ii) Buyer shall reimburse such Sellers Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including with respect reasonable attorneys’ fees and expenses), and (iii) Buyer shall remain responsible for any Losses such Sellers Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 12.

Matters Involving Third Parties. (a) If any third party shall notify notifies any Seller Indemnified Party or Buyer Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 6.4, then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (b) Any Indemnifying Party will have the right to defend participate in the defense of the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choicehis, her, or its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense of such Third Indemnified Party from and against 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expensediligently; provided, and (iv) the Third Party Claim (A) does not involve injunctive reliefhowever, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available shall not have the right to defend against such Third-Party Claim if the Indemnified Party which in good faith determines after consultation with outside counsel that the Indemnified Party may have available to it one or more defenses or counterclaims that are different from inconsistent with one or additional to those more defenses or counterclaims that may be available to the Indemnifying Party, or (C) does not involve Party in respect of a claim which, upon petition by Third-Party Claim that would make it inappropriate for the Indemnified Party, the appropriate court rules that same counsel to represent both the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as The Indemnifying Party shall notify the conditions set forth in Section 6.3(bIndemnified Party within fifteen (15) are days after having received any claim notice with respect to whether or not it is exercising its right to defend the Indemnified Party against the Third-Party Claim. If the Indemnifying Party has the right to and remain satisfiedelects to assume the control of the defense of any Third-Party Claim, then (i) the Indemnifying Party may conduct shall have the defense of the Third right to defend such Third-Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 by the Indemnifying Party (which counsel shall be subject to the approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed), (ivii) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability agreement with respect thereto to such Third-Party Claim without the prior written consent of the Indemnified PartyParty (which shall not be unreasonably withheld, delayed or conditioned) and (viii) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate shall be entitled to participate in the defense of any Third-Party Claim and to employ at its expense separate counsel of its choice for such purpose (in which case the matter. In counsel of the event Indemnifying Party shall reasonably cooperate with such separate counsel to facilitate such participation, including (x) promptly providing to such separate counsel copies of all written materials received in respect of the Third-Party Claim, (y) providing such separate counsel a reasonable opportunity to review and comment on materials being drafted and furnished in respect of such Third-Party Claim (which such comments shall be considered in good faith) and (z) providing the opportunity to participate in all meetings (whether in person, by teleconference or otherwise) relating to such Third-Party Claim). (d) If the Indemnifying Party does not notify the Indemnified Party that the conditions in Indemnifying Party elects to defend the Indemnified Party pursuant to Section 6.3(b6.4(c) are not satisfied or become unsatisfied in the case within fifteen (15) days after receipt of any Third notice of a Third-Party Claim, or the Indemnifying Party is otherwise not entitled to defend the Indemnified Party pursuant to Section 6.4(b), then the Indemnified Party may assume defend, and be reimbursed by the Indemnifying Party for its reasonable costs and expenses in regard to, the Third-Party Claim with counsel (which may include one firm of counsel, a single local counsel in each appropriate jurisdiction and, to the extent required by the subject matter, one specialist counsel for each specialized area of law in each appropriate jurisdiction) selected by the Indemnified Party in all appropriate proceedings. In such circumstances, the Indemnified Party may defend any such Third-Party Claim and have full control of such defense and proceedings including the settlement, compromise or discharge thereof; provided, however, that no such Third-Party Claim shall be settled, compromised or discharged by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). The Indemnifying Party shall be entitled to participate in the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgmentany Third-Party Claim described in this Section 6.4(d) and at to employ one separate counsel of its choice for such purpose (in which case the entire expense counsel of the Indemnified Party shall reasonably cooperate with such separate counsel to facilitate such participation, including (x) promptly providing to such separate counsel copies of all written materials received in respect of the Third-Party Claim, (y) providing such separate counsel a reasonable opportunity to review and comment on materials being drafted and furnished in respect of such Third-Party Claim (which such comments shall be considered in good faith) and (z) providing the opportunity to participate in all meetings (whether in person, by teleconference or otherwise) relating to such Third-Party Claim). The fees and expenses of such separate counsel shall be paid by the Indemnifying Party. (e) Each party shall cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; provided that no Indemnified Party, upon reasonable advice of counsel, shall have any obligation to disclose any information the disclosure of which would reasonably be expected to result in a violation of applicable Law or is subject to attorney-client or any other privilege, and if requested by an Indemnified Party, the Indemnifying Party will enter into an appropriate joint defense agreement (or other privilege-preserving agreement) in connection with obtaining access to such information.

Matters Involving Third Parties. (ai) If any third party shall notify any notifies either Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 10, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such Third any Adverse Consequences the Indemnified Party Claimmay suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim (subject to any applicable limitations on liability set forth in this Section 10), (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iiiC) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, and (D) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)10(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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, conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld), unless there is a complete release of the Indemnified Party specifically included in any settlement agreement. The Indemnified Party shall provide the Indemnifying Party and its counsel with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Indemnifying Party in the defense or settlement thereof. (viv) In the event any of the conditions in Section 10(d)(ii) above is or becomes unsatisfied, or if the Indemnifying Party fails to defend or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, (A) the Indemnified Party shallmay defend against, at 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, subject to the prior written consent of the Indemnifying Party’s request and at Party (not to be unreasonably withheld), (B) the Indemnifying Party’s expense, reasonably cooperate in Parties will reimburse the defense Indemnified Party promptly and periodically for the costs of defending against the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then Claim (including reasonable attorneys’ fees and expenses) and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 10.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(i)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(i)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Party will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Party will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 8(i).

Matters Involving Third Parties. (ai) If any third party shall notify any Party Buyer (the “"Indemnified ----------- Party”") with respect to any matter (a “"Third Party Claim”") which may ----- ----------------- give rise to a claim by such Indemnified Party for indemnification against any other Party of the Sellers (the “each, an "Indemnifying Party”") under this AgreementSection 7, then the ------------------ Indemnified Party shall promptly notify each Indemnifying Party thereofthe Stockholders Representative, as defined below, in writing; provided, however, that -------- ------- no delay on the failure part of the Indemnified Party in notifying the Stockholder Representative shall relieve an Indemnifying Party from any obligation hereunder unless and then solely to so notify the extent the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Partythereby is prejudiced. (bii) Any Indemnifying Party The Stockholder Representative will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party Stockholder Representative notifies the Indemnified Party, Party in writing within thirty ten (3010) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Parties will indemnify the Indemnified Party is assuming from and against the defense entirety of such any 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, (iiB) the Indemnifying estimated amount of the Third Party Claim, together with all other Third Party Claims made against the Indemnified Party, whether or not such claims have been settled, is less that the Indemnity Maximum, (C) the Stockholder Representative provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and Stockholder Representative will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its the indemnification obligations hereunder hereunder, (D) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (E) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiF) the Indemnifying Party Stockholder Representative conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct Stockholder Representative is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)7(c)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 (Stockholder Representative, not to be unreasonably withheldwithheld unreasonably, conditioned or delayed), and (ivC) the Indemnifying Party Stockholder Representative will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party, and not to be withheld unreasonably. (viv) In the event any of the conditions in Section 7(c)(ii) above is or becomes unsatisfied, however, (A) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party or the Stockholder Representative in connection therewith and (B) the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party shall notify any Party a party to be indemnified under Section 6.2 (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any the other Party party under this Section 6 (the “Indemnifying Party”) under this Agreement), then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and Company will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder (including the payment in cash of all fees and costs associated with such defense), (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)6(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), unless the following shall apply (iv) in which case the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified may settle and compromise such Third Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto Claim without the prior written consent of the Indemnified Party, ): (x) there is no finding or admission of any violation of law or any violation of the rights of any person and no affect on any other claims that may be made against the Indemnified Party; and (vy) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; provided that in the event the Company is the Indemnifying Party, such amount may be paid by delivery of a portion of Shares to the Company in accordance with Section 6.2(a). (d) In the event any of the conditions in Section 6.2(b) above is or becomes unsatisfied, however, (A) the Indemnified Party shallmay defend against, at and consent to the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case entry of any judgment or enter into any settlement with respect to, the Third Party Claim, then Claim in any manner they reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (B) theIndemnifying 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 Adverse Consequences the Purchaser may assume control suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this Section 6. The parties agree that the Company, as a Indemnifying Party, may reimburse the Purchaser, as the Indemnified Party, by delivery of a portion of the defense of Shares to Purchaser, which Shares, for such claim to the entire exclusion (including purpose, shall be valued in accordance with respect to settlement or entry of judgmentSection 6.2(a) and at the entire expense of the Indemnifying Partyhereof.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified ------------ Party”") with respect to any matter (a “"Third Party Claim”") which may give ------ ------------------- rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 6, then the Indemnified Party -------------------- shall promptly notify each Indemnifying Party thereofthereof in writing; provided, -------- however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 30 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)6(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 6.

Matters Involving Third Parties. (ai) If any third party shall notify any notifies either Party (or a Purchaser Indemnified Party or Seller Indemnified Party, as applicable, the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such Third any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)9(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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, conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). (iv) In the event any of the conditions in Section 9(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 9.

Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the “tile "Indemnified Party”") with respect to any matter (a “Third "Third-Party Claim”") which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the Party(the “Indemnifying Party”") under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, reasonably its choice satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty twenty (3020) Business Days days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such Third any Adverse Consequences the Indemnified ▇▇▇▇▇ may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and diligently. (iviii) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to conducting the Indemnified defense of the Third-Party which are different from or additional to those available to the Indemnifying PartyClaim in accordance with Section 8(d)(ii) above, or (C) does not involve a claim 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 Indemnified A)the indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant participate in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Third-Party Claim in accordance with Section 6.3(b)Claim, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iiiB) 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, conditioned withheld or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld or delayed). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third-Party Claim (including attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") ----------------- ----------------- which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 6, then the Indemnified ------------------ Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in -------- ------- notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)6(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 6(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) fullest extent provided in and at the entire expense of the Indemnifying PartySection 6(b)-6(c).

Matters Involving Third Parties. (ai) If any third party shall notify any Seller Party or Buyer Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 6, then the Indemnified Party shall promptly notify each Indemnifying (and in any event within 10 Business Days after receiving notice of the Third Party thereof; provided, however, that the failure to so Claim) notify the Indemnifying Party promptly thereof in writing. The failure of any Indemnified Party to give notice of any such Third Party Claim on a timely basis shall not relieve affect the rights of the Indemnified Party to indemnification hereunder unless the Indemnified Party demonstrates actual and material Adverse Consequences caused by such failure, in which case the Indemnified Party’s right to be indemnified shall be reduced to the extent the Indemnifying Party of its obligations hereunder except to the extent demonstrates actual and material Adverse Consequences caused by such failure shall have materially prejudiced the Indemnifying Partyfailure. (bii) Any The Indemnifying Party (provided that for purposes of this Section 6(e) the Seller’s Representative shall have the sole and exclusive right to act on behalf of the Seller as Indemnifying Party) will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance assume and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts thereafter conduct the defense of the Third Party Claim actively and diligently and at with reputable counsel of its own costs and expensechoice reasonably satisfactory to the Indemnified Party; provided that, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely prior to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available assuming control of such defense it shall first verify to the Indemnified Party which are different from in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Adverse Consequences relating to such claim for indemnification and that (subject to all monetary limitations set forth herein) it shall provide full indemnification (subject to the monetary limitations set forth herein) to the Indemnified Party with respect to such Third Party Claim giving rise to such claim for indemnification hereunder; provided further, however, that notice of the intention to so contest and defend shall be delivered by the Indemnifying Party to the Indemnified Party within 30 calendar days following receipt of the notice of the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or additional to those available to arises in connection with any criminal or quasi criminal Proceeding; (B) the claim seeks an injunction or equitable or other non-monetary relief against the Indemnified Party; (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party that would make it inappropriate in the reasonable judgment of such counsel, that the same counsel represent both the Indemnified Party and the Indemnifying Party, or ; (CD) does not involve a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defenddefend such claim; or (E) the Indemnified Party reasonably believes that the Adverse Consequences relating to the Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section 6. The Indemnified Party may retain separate co-shall have the right to participate in such Third Party Claim and to be represented by counsel of its own choosing at its sole own cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)expense. The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 Indemnified Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), unless the judgment or proposed settlement (ivA) involves only the Indemnifying Party will payment of money damages and does not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes impose an injunction or other equitable relief upon the Indemnified Party or Party, (B) does not include involve a provision whereby payment of money damages that exceeds the plaintiff or claimant in maximum amount that such Indemnified Party could then be entitled to recover under the matter releases applicable provisions of this Section 6, and (C) provides that the Indemnified Party will be fully and completely released from all Liability any further liability or obligation with respect thereto to the matters which are the subject of such Third Party Claim, in which case consent shall not be required. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in subsection 6(d)(ii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party shall be responsible for all costs incurred in connection therewith. (iv) In no event will the Indemnified Party 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 Indemnifying Party, which consent shall not be withheld unreasonably; provided that, (A) if the Indemnifying Party does not give notice to the Indemnified Party of its election to contest and defend any such Third Party Claim in accordance with Section 6(d)(ii), then no such consent shall be required and the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party and (vB) the Indemnified Party shall, at may consent to the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case entry of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including judgment or enter into any settlement with respect to settlement or entry of judgment) and at the entire expense Third Party Claim without the prior written consent of the Indemnifying PartyParty if such judgment or settlement would result in no liability to the Indemnifying Party pursuant to this Section 6.

Matters Involving Third Parties. (a) If any third party shall notify any Party party to this Agreement (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) party to this Agreement under this AgreementArticle 11, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that and the failure to so notify the Indemnifying Party promptly give such timely notice shall not relieve the Indemnifying Party of its indemnification obligations hereunder except under this Article 11 only to the extent such delay or failure shall have materially prejudiced and adversely affects the Indemnifying Partydefense of such claim. (b) Any The Indemnifying Party will have the right right, upon notification to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as at any time within fifteen (i15) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts assume the defense of the Third Party Claim actively and diligently and with counsel of its choice reasonably satisfactory to the Indemnified Party; provided that the Indemnified Party may retain separate co- -------- counsel at its own costs cost and expenseexpense and participate in the defense of the Third Party Claim, provided further, that if the Indemnified Party reasonably -------- -------- determines that (i) a conflict of interest between it and the Indemnifying Party will exist with respect to the Third Party Claim, or (ivii) that the Third Party Claim (A) does not involve injunctive reliefwill adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification, specific performance or other similar equitable reliefit may, or any claim in respect of Taxesby notice to the Indemnifying Party, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely assume the exclusive right to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which defend such Third Party Claim. If the Indemnifying Party is also a party and joint representation would be inappropriate does not give such notice within 15 days, the Indemnified Party may proceed with the defense of such claim or there may be legal defenses proceeding on its own. If the Indemnified Party proceeds with the defense of such claim or proceeding on its own, the Indemnifying Party shall make available to the Indemnified Party which are different from any documents and materials in its control or additional to those available possession that may be necessary to the Indemnifying Party, or defense of such claim. (Cc) does not involve a claim which, upon petition by In connection with any Third Party Claim (i) the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, 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, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages which either imposes will be paid by the Indemnifying Party and contains a release of the Indemnified Party from all Liability with respect to the matter and does not impose an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 (provided that, if the Indemnifying Party has not to assumed and is not actively and diligently conducting the defense of such Third Party Claim, then such consent shall not be unreasonably withheld, conditioned or delayed), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Party.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party to the extent provided in this Section 8 from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection 36 37 therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third party shall notify commence an Action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Indemnifying Party (the “Indemnifying Party”) under this AgreementArticle X, then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing within a reasonable period of time after the commencement of such Action; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced that) the Indemnifying PartyParty is thereby prejudiced. (b) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, 's choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 10 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming shall indemnify the defense Indemnified Party from and against the entirety of such 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party Party, in the Indemnified Party's reasonable judgment, that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expensediligently. In the event the Indemnifying Party is defending a Third Party Claim, and (iv) the Indemnified Party shall have the right to disclose, to the public or otherwise, the identity of the Indemnifying Party, the nature of the Third Party Claim (A) does not involve injunctive reliefand defense, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim and the fact that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to handling the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydefense. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b10.7(b), (iii) the Indemnified Party may retain separate co-counsel at its the Indemnified Party's sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent Third Party Claim, (ii) the Indemnified Party reasonably concludes that shall not consent to the counsel entry of any judgment - 36 - 41 or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party has selected has an actual or potential conflict of interest)Party, which consent shall not be unreasonably withheld, and (iii) the Indemnified Indemnifying Party will 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 Indemnifying Party (Indemnified Party, which consent shall not to be unreasonably withheld, conditioned withheld or delayed). (d) If any of the conditions set forth in Section 10.7(b) is or becomes unsatisfied, however, (ivi) the Indemnifying Indemnified Party will not may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without to, the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then Claim in any manner the Indemnified Party may assume control deem appropriate, in the Indemnified Party's sole discretion (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the cost of defending against the Third Party Claim (including all attorneys' fees and expenses), (iii) the Indemnifying Party shall remain fully liable 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 X, and (iv) the Indemnifying Party shall cooperate fully with the Indemnified Party in the Indemnified Party's defense of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying PartyThird Party Claim.

Matters Involving Third Parties. (a) a If any third Person not a party shall notify to this Agreement (including, without limitation, any Party Governmental Authority) notifies any party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party party (the “"Indemnifying Party”) under this Agreement"), then the Indemnified Party shall promptly notify each Indemnifying Party thereof; provided, however, that thereof in writing within 15 days after receiving such notice. No delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) b Any Indemnifying Party will shall have the right right, at its sole cost and expense, to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably its choice satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 10 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming shall indemnify the defense Indemnified Party from and against the entirety of such any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to shall have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expensediligently. If the Indemnifying Party does not assume control of the defense or settlement of any Third Party Claim in the manner described above, and (iv) it shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim Claim. (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which c So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Party Claim in accordance with Section 6.3(b)7.3(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) the Indemnified Party will 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 Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (iviii) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (d In the event any of the conditions in Section 7.3(b) above is or becomes unsatisfied, and however, (vi) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party’s request Party shall reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Party shall remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to or caused by the defense of such claim Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Party.fullest extent provided in this Section 7. -39- 40

Matters Involving Third Parties. (ai) If any third party shall notify any notifies either Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such Third any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)7(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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, conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). (iv) In the event any of the conditions in Section 9(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 9.

Matters Involving Third Parties. (a) i. If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 8, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) ii. Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which diligently. iii. So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(i) and (ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party, and Party (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partybe withheld unreasonably).

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 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 thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not will relieve the Indemnifying Party of its obligations hereunder from any obligation under this Section 8, except to the extent such failure shall have delay actually and materially prejudiced prejudices the Indemnifying Party. (bii) Any Indemnifying Party will have the right at any time to defend assume and thereafter conduct the Indemnified Party against defense of the Third Party Claim with counsel of the Indemnifying Party’s choicehis, her or its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, (ii1) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the adequate financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (2) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (3) the Third Party Claim involves only civil claims and does not seek an injunction against or other specific equitable remedy involving the Indemnified Party, (4) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, (5) settlement of an adverse judgment with respect thereto to, or the Indemnifying Party's conduct of the defense of, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party's reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and provides security therefor, (iii6) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expensediligently. Notwithstanding anything to the foregoing, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 Indemnified Party (not to be unreasonably withheld, conditioned withheld unreasonably) unless the judgment or delayed), proposed settlement (ivA) involves only the Indemnifying Party will payment of money damages and does not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes impose an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant Party; (B) results in the matter releases full and general release of the Indemnified Party from all Liability liabilities arising or relating to, or in connection with, the Third Party Claim and (C) involves no finding or admission of any violation of legal requirements or the rights of any Person and no effect on any other claims that may be made 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) above, however, the Indemnified Party may defend against the Third Party Claim in any manner he, she, or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect thereto to the Third Party Claim without the prior written consent of each of the Indemnified Party, and Indemnifying Parties (not to be withheld unreasonably). (v) Notwithstanding anything to the Indemnified Party shallcontrary herein, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any if a Third Party ClaimClaim is subject to indemnification by all Sellers, then the Indemnified Party may assume control for purposes of the defense of such claim to the entire exclusion subsections (including with respect to settlement or entry of judgmentii), (iii) and at (iv) of this Section 8(d), all actions and determination to be made by the entire expense of "Indemnifying Parties" shall be made by the Indemnifying PartyRequisite Sellers.

Matters Involving Third Parties. (a) Section 9.4.1 If any third party shall notify notifies any Party (the “"Indemnified Party”") with respect to any matter (a “Third "Third-Party Claim”") which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this Agreement§9.4, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (b) Section 9.4.2 Any Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choice, reasonably its choice (reasonably] satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days I 5 days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming shall indemnify the defense Indemnified Party from and against the entirety of such Third any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which diligently. Section 9.4.3 So long as the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)§9.4.2 above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 without the prior written consent of the Indemnifying Party (not to be unreasonably withheld)] and (C) the Indemnifying Party shall 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 Indemnified Party (not to be unreasonably withheld). Section 9.4.4 In the event any of the conditions in §9.4.2 above is or becomes unsatisfied, conditioned or delayed)however, (ivA) the Indemnifying Indemnified Party will not may defend against, and consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate (and the Indemnified Party need not consult with, or does not include a provision whereby obtain any consent from, any Indemnifying Party in connection therewith), (B) the plaintiff or claimant in the matter releases Indemnifying Party shall reimburse the Indemnified Party from all Liability with respect thereto without promptly and periodically for the prior written consent costs of defending against the Indemnified PartyThird-Party Claim (including reasonable]attorneys' fees and expenses), and (vC) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties shall remain responsible for any Third Party Claim, then adverse consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Article IX.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified ----------- Party”") with respect to any matter (a “"Third Party Claim”") which may give ----- ----------------- rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 6, then the Indemnified Party ------------------ shall promptly notify each Indemnifying Party thereofthereof in writing; provided, --------- however, that no delay on the failure to so notify part of the Indemnified Party in notifying ------- any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)6(c)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 6(c)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 6.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementArticle 10, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have extent) the Indemnifying Party thereby is materially prejudiced the Indemnifying Partyby such delay. (b) Any Indemnifying Party will have the right to defend assume and control (at its sole cost and expense) the Indemnified Party against defense of the Third Party Claim (unless the Third Party Claim involves Taxes) with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of elects to assume such Third Party Claimdefense, (ii) the Indemnifying Third Party provides 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 with evidence reasonably acceptable Party, likely to establish a precedental custom or practice materially adverse to the continuing business interests of the Indemnified Party Party; provided, however, that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and at its own costs and expenseprovided further, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct the defense of the Third Party Claim in accordance with Section 6.3(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), Claim. (iiic) the 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 unreasonably withheldwithheld unreasonably); provided however, conditioned that if the Indemnified Party notifies the Indemnifying Party in writing of the material terms of, and requesting the Indemnifying Party to consent to, such judgment or delayed)settlement and the Indemnifying Party does not respond in writing thereto within fifteen (15) days after receipt of such notice and request, (iv) 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 with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld); provided however, that if the Indemnified Party notifies the Indemnifying Party in writing of the material terms of, and requesting the Indemnifying Party to consent to, such judgment or settlement and the Indemnifying Party does not respond in writing thereto within fifteen (v15) days after receipt of such notice and request, the Indemnifying Party shall be deemed to have consented to the entry of such judgment or settlement. (d) In the event none of the Indemnifying Parties assumes and conducts the defense of a Third Party Claim not involving Taxes in accordance with subsection (b) above, or in the event of a Third Party Claim involving Taxes, (i) the Indemnified Party shallmay defend against, at 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 and in good faith may deem appropriate after consultation with, and (subject to the provisos contained in Section 10.4(c) above) with the consent of, the Indemnifying Party’s request and at Party in connection therewith (which consent shall not be unreasonably withheld), (ii) the Indemnifying Party’s expenseParty will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), reasonably cooperate (iii) the Indemnifying Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any such Third Party Claim, then and (iv) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may assume control of the defense of such claim suffer resulting from, arising out of, or otherwise relating to the entire exclusion (including with respect Third Party Claim to settlement or entry of judgment) and at the entire expense of the Indemnifying Party.fullest extent provided in this Article 10

Matters Involving Third Parties. (ai) If any third party shall notify any Party party entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this AgreementSection 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is materially prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 30 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will defend the defense of such Third Party ClaimIndemnified Party, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)6(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) 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 unreasonably withheld, conditioned or delayed), (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party, and (v) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate participate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Party.,

Matters Involving Third Parties. (ai) If any third party shall notify notifies any Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this Agreement§8, then the Indemnified Party shall will promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not will relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Third-Party Claim with counsel of the Indemnifying Party’s choicehis, her, or its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 30 days after the Indemnified Party has given notice of the Third Third-Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such Third any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Third-Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Third-Party Claim in accordance with Section 6.3(b)§8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate coThird-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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, conditioned or delayed), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, on or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third-Party Claim without the prior written consent of the Indemnified PartyParty (not to be unreasonably withheld). (iv) In the event any of the conditions in §8(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner his, 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), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third-Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of fullest extent provided in this §8, provided, however, that in no event shall the Indemnifying PartyParty be responsible for the fees of more than one counsel at any time.

Matters Involving Third Parties. The following shall apply to claims asserted against a party by a third party: (ai) If any third party shall notify commence an action against any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification an Indemnifiable Claim against any other Indemnifying Party (the “Indemnifying Party”) under this Agreementa "Third Party Claim"), then the Indemnified Party shall promptly notify each give to the Indemnifying Party Party, as soon as practicable, a Notice of Claim thereof; provided, however, provided that the right of the Indemnified Party to indemnification shall be reduced in the event of its failure to so notify give timely notice only if and to the extent the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially is prejudiced the Indemnifying Partythereby. (bii) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory its choice (subject to the Indemnified Party, so long as (ireasonable approval of Purchaser) if the Indemnifying Party notifies the Indemnified Party, within thirty (30) Business Days after shall notify the Indemnified Party has given notice in writing (within the fifteen (15) day period after its receipt of a Notice of Claim specifying the Third Party Claim) that it will indemnify the Indemnified Party from and against any Losses the Indemnified Party may suffer arising out of the Third Party Claim, provided, however, if the amount in dispute in respect of such Third Party Claim exceeds the amount of Escrow Indemnity Funds not subject to Unresolved Claims, the Indemnifying party which has the right to control such Third Party (or by such earlier date as may Claim shall be necessary under applicable procedural rules in order the Sellers unless the amount of Escrow Indemnity Funds not subject to file a timely appearance and response) that the Indemnifying Party Unresolved Claims is assuming the defense less than 50% of such Third Party Claim, (ii) in which event Purchaser shall have the right to control the defense of such claim. Neither party shall have the right to settle any such Claim without the consent of the other party, which consent shall not be unreasonably withheld. If the Indemnifying Party provides does not so notify the Indemnified Party or, after such notification, does not in fact defend the Third Party Claim, the Indemnified Party may defend, compromise or settle the Third Party Claim, preserving its rights to indemnification hereunder, including without limitation for the cost of such defense. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ one law firm as counsel, together with evidence a separate local law firm in each applicable jurisdiction ("Separate Counsel"), to represent such Indemnified Party in any action or group of related actions (which firm or firms shall be reasonably acceptable to the Indemnifying Party) if the Indemnified Party has been advised by counsel that the either there is a reasonable likelihood of a conflict of interest between such Indemnified Party and such Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxessuch claim, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the such Indemnified Party which are different from or additional in addition to those available to such Indemnifying Party and the Indemnifying Party, or (C) does not involve a claim which, upon petition representation of both parties by the Indemnified Partysame counsel would be inappropriate, and in that event (i) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the reasonable fees and expenses of the separate co-counsel to the extent the such Separate Counsel shall be considered Losses, and (ii) each of such Indemnifying Party and such Indemnified Party reasonably concludes that shall have the counsel right to conduct its own defense in respect of such claim. (iii) If the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)9.1.5(b) above, then: (iii) the Indemnified Party may retain separate co-counsel counsel, at its sole cost and expense (except expenses, and participate in the defense of the Third Party Claim, provided that the Indemnifying Party will be responsible for shall have the fees and expenses right to conduct the defense of the separate co-counsel and, subject to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interestthis Section 9.1.5(c), settle such Third Party Claim; (iiiii) the Indemnified Party will 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 Indemnifying Party; (iii) the Indemnified Party shall fully cooperate with the Indemnifying Party in the investigation and defense of such Third Party Claim, including without limitation, providing required information and documents and access to all employees of the Indemnified Party with knowledge of issues relevant to the claim or litigation (not and such activities required to discharge this obligation to cooperate shall be unreasonably withheld, conditioned or delayedconsidered part of the Losses), ; and, (iv) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party, and which consent shall not be unreasonably withheld or delayed, unless such settlement (vi) includes a general release of the Indemnified Party shallfrom such Third Party Claim; (ii) does not require any action or payment on the part of the Indemnified Party; and (iii) does not include the imposition of any injunctive relief or other equitable remedies against the Indemnified Party. Notwithstanding any other provision of this Section 9.1.5, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in if an Indemnified Party withholds its consent to a settlement or elects to continue the defense of any claim where but for such action the matter. In Indemnifying Party could have settled such claim solely for the event that payment of money by the conditions in Section 6.3(b) are not satisfied or become unsatisfied Indemnifying Party as specified in the case of any Third written request for consent to the settlement delivered to the Indemnified Party, the Indemnifying Party Claim, then shall indemnify the Indemnified Party may assume control only up to a maximum of the defense of such claim to the entire exclusion (including with respect to bona fide settlement or entry of judgment) and at the entire expense of offer for which the Indemnifying PartyParty could have settled such claim.

Matters Involving Third Parties. (a1) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under Section 4(m), 4(n), 5(e), 9(n) or this AgreementSection 7, then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced that) the Indemnifying PartyParty thereby is prejudiced. (b2) Any The Indemnifying Party will have the right to defend the Indemnified Party against the any Third Party Claim and administer all aspects of such defense with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the such Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of any Adverse Consequences that the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by, such Third Party Claim, ; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the such Third Party Claim (including any increased losses caused by such defense) involves only money damages and fulfill its indemnification obligations hereunder with respect thereto does not seek an injunction or other equitable relief; and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c3) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the any Third Party Claim in accordance with Section 6.3(b7(d)(2), (ii) i), unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the such Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not to be unreasonably withheld, conditioned or delayedwithheld unreasonably); and (iii), (iv) unless such Third Party Claim involves Liabilities for litigation, workers' compensation, or general or automobile liability existing on the Closing Date, the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to such Third Party Claim without the prior written consent of the Indemnified PartyParty (which consent will not be withheld unreasonably). (4) In the event that any of the conditions in Section 7(d)(2) is or becomes unsatisfied, and (vi) the Indemnified Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of may defend against any Third Party ClaimClaim in any manner it reasonably may deem appropriate; provided, then however, that the Indemnified Party may assume control shall not consent to the entry of any judgment or enter into any settlement or agreement to settle such Third Party Claim without the prior written consent of the defense Indemnifying Party (which consent shall not be unreasonably withheld); (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such claim Third Party Claim (including reasonable attorneys' fees and expenses); and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences that the Indemnified Party actually suffers resulting from, arising out of, relating to, or caused by, such Third Party Claim to the entire exclusion fullest extent provided in this Section 7. (including 5) To the extent of any payment by the Indemnifying Party of any amount in accordance with the provisions of this Section 7, the Indemnifying Party shall be subrogated to all rights which the Indemnified Party shall have against third parties for the matter indemnified against, upon the full satisfaction by the Indemnifying Party of its indemnity and payment obligations with respect to settlement such matter. (6) The provision and procedures of this Section 7(d) (other than the notice requirement in Section 7(d)(1)) shall apply to any Third Party Claim existing on the Closing Date and relating to Liabilities for litigation, workers' compensation, or entry of judgment) general or automobile liability, and at the entire expense Oxy hereby assumes, effective as of the Indemnifying PartyClosing, all, and shall have sole, responsibility for the payment, administration and defense of, such Third Party Claims.

Matters Involving Third Parties. (ai) If any third party shall notify any Party party entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this Agreement, Section 9 then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is materially prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming responsible for and will fully indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto and provides security thereforto, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (iiiE) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)9(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 9(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Party will reimburse the Indemnified Party promptly and at periodically for the Indemnifying Party’s expense, reasonably cooperate in costs of defending against the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party ClaimClaim (including reasonable attorneys' fees and expenses), then and (C) each Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 9.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementSection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced by such delay. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 20 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages or otherwise does not seek an injunction or other equitable relief that could reasonably be expected to have an adverse effect on the continuing business interests of the Indemnified Party, (iv) 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 precedential custom or practice that could reasonably be expected to have an adverse effect on the continuing business interests of the Indemnified Party and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b7.04(b), (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim and (except that ii) neither the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iii) nor 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 other Party (which consent shall not to unreasonably be unreasonably withheld). (d) In the event any of the conditions in Section 7.04(b) is or becomes unsatisfied, conditioned or delayed)however, (ivi) the Indemnifying Indemnified Party will not may defend against, and may consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult in advance with, or does not include a provision whereby obtain any consent from, any Indemnifying Party in connection therewith), (ii) the plaintiff or claimant in the matter releases Indemnifying Party will reimburse the Indemnified Party from all Liability with respect thereto without promptly and periodically for the prior written consent reasonable costs of defending against the Indemnified Party, Third Party Claim (including attorneys' fees and expenses) and (viii) the Indemnified Indemnifying Party shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of will remain responsible for any Third Party Claim, then Losses the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyextent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party Third Party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this Agreementas provided in Section 11.01, 11.02 or 11.03, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforobligations, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) 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 precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)Claim, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (d) In the event any of the conditions in Section 11.04(b) is or becomes unsatisfied, and (vi) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) subject to any limitations set forth in Section 11.02(c) or 11.03, as applicable, the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for any Adverse Consequences suffered by the Indemnifying Party’s expense, reasonably cooperate indemnified Party in defending against the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then and (iii) subject to any limitations set forth in Section 11.02(c) or 11.03, as applicable, the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Agreementsection 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill fulfil its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgement with respect thereto to, the Third Party Claim is not, in the good faith judgement of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense defence of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense defence of the Third Party Claim in accordance with Section 6.3(b)section 7(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defence of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment judgement 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, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, judgement or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in section 7(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at and consent to the entry of any judgement or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this section 7.

Matters Involving Third Parties. (a) If any third party shall notify any Party Acquiree Indemnified Parties (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party the Acquiror (the “Indemnifying Party”) under this AgreementArticle XII, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty is thereby prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)12.3(b) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (d) In the event any condition in Section 12.3(b) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Damages the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Article XII.

Matters Involving Third Parties. (a) If any third party shall notify any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim by such Indemnified Party for indemnification against any other the Indemnifying Party (the “Indemnifying Party”) under this AgreementArticle 8, then the Indemnified Party shall promptly notify each (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) that the Indemnifying PartyParty thereby is prejudiced. (b) Any The Indemnifying Party will shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim that such claim is within the scope of and subject to the Indemnifying Party indemnification provisions of this Article 8 (or by such earlier date as may be necessary under applicable procedural rules in order subject to file a timely appearance and response) that the Indemnifying Party is assuming the defense limitations of such Third Party ClaimSection 8.4), (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to shall have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief, (iv) 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 precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expensediligently, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would case it shall not be inappropriate or there may be legal defenses available liable to the Indemnified Party which are different from under this Article 8 for any fees or additional to those available to the Indemnifying Party, or (C) does not involve a claim which, upon petition related expenses of other counsel subsequently incurred by the Indemnified Party, Party in connection with the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. The Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partysuch Proceeding. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8.4(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) the Indemnified Party will 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 Indemnifying Party Party, and (not to be unreasonably withheld, conditioned or delayed), (iviii) the Indemnifying Party will shall not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party. (d) If the Indemnifying Party does not elect to assume the defense of the Third Party Claim in accordance with the provisions of Section 8.4(b), and (vi) the Indemnified Party shallmay defend against, at 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 Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party’s request Party in connection therewith), and at (ii) the Indemnifying Party’s expenseParty shall remain responsible for any 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 8. (e) If an Indemnifying Party elects to defend or prosecute a Third Party Claim, the Indemnified Party shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include, to the extent reasonably requested by the Indemnifying Party, the retention, and the provision to Indemnifying Party, of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Records and information reasonably relevant to such Third Party Claim, then the Indemnified Party may assume control and making employees available on a mutually convenient basis to provide additional information and explanation of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyany materials provided thereunder.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Agreementss.7, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given written notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)ss.7(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability compromise with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in ss.7(d)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this ss.7.

Matters Involving Third Parties. (a) If any third party Third Party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") under this AgreementSection 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof; provided, however, that the failure to so notify the Indemnifying Party promptly thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days fifteen days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such 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, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security thereforhereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, 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 precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)9.5(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 (which consent shall not to unreasonably be unreasonably withheld, conditioned or delayed), and (iviii) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon with respect to the Indemnified Third Party or does not include a provision whereby the plaintiff or claimant in the matter releases Claim unless written agreement is obtained releasing the Indemnified Party from all Liability with respect thereto without liability thereunder. (d) In the prior written consent event any of the Indemnified Partyconditions in Section 9.5(b) above is or becomes unsatisfied, and however, (vi) the Indemnified Party shallmay defend against, at 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 Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party’s request Party will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses, notwithstanding Section 9.3), and (iii) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Party will remain responsible for any Third Party Claim, then Losses the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 9.

Matters Involving Third Parties. (a) If any third party shall notify any Party entitled to indemnification under Section 7.2 (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party hereto (the “"Indemnifying Party”") under this AgreementArticle VII, then the Indemnified Party shall promptly notify (and in any event by the sooner to occur of (i) 10 days after receipt of notice by it, and (ii) five days prior to the date a responsive pleading is due (which notification shall be made by either facsimile or overnight delivery pursuant to Section 8.1 hereof) each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party promptly notifies the Indemnified Party in writing that the Indemnifying Party will indemnify the Indemnified Party, within thirty (30) Business Days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary extent indemnification is provided for under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party ClaimSection 7.2, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto hereunder, and provides security therefor, (iii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)7.3(b) above, (iii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiii) 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 (which consent shall not unreasonably be withheld), (iii) the Indemnifying Party will not consent to be unreasonably withheld, conditioned the entry of any judgment or delayed)enter into any settlement with respect to the Third Party Claim unless a written agreement is obtained releasing the Indemnified Party from all liability thereunder, (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement with respect to a Third Party Claim, which either imposes involves an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto relief, without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, and (v) the Indemnified Indemnifying Party shallwill not consent to the entry of any judgment or enter into any settlement with respect to a Third Party Claim which will, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense good faith judgment of the matter. Indemnified Party, likely establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party. (d) In the event that any of the conditions in Section 6.3(b7.3(b) are not satisfied above is or become unsatisfied in the case of any Third Party Claimbecomes unsatisfied, then however, (i) the Indemnified Party may assume control of the defense of such claim defend against, and consent to the entire exclusion 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 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 with respect attorneys' fees and expenses), provided that the Third Party Claim is subject to settlement or entry of judgmentindemnification under Section 7.2 and (iii) and at the entire expense of the Indemnifying PartyParties will remain responsible for any Losses the Indemnified Party may incur to the extent provided in Section 7.2.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any the other Party (the “"Indemnifying Party”") under this AgreementSection 8, then the Indemnified Party shall promptly notify each the Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have extent) the Indemnifying Party is materially prejudiced the Indemnifying Partythereby. (bii) Any The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably its choice satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming has elected to assume the defense and will indemnify the Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto hereunder, and provides security therefor, (iiiC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)8(d)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section 8(d)(ii)(C) above is or becomes unsatisfied, and then (vA) the Indemnified Party shallmay defend against, at and consent to the Indemnifying Party’s request and at the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case entry of any judgment or enter into any settlement with respect to, the Third Party Claim, then Claim in any manner it may deem appropriate with the Indemnified Party may assume control of the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense consent of the Indemnifying Party.Party (not to be unreasonably withheld) and (B)

Matters Involving Third Parties. (ai) If any third party shall notify any Party party entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “"Indemnifying Party”") under this Agreement, Section then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is materially prejudiced. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty (30) Business Days 15 days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto and provides security thereforto, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, (iiiE) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (F) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (iv) In the event any of the conditions in Section above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section .

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”"THIRD PARTY CLAIM") which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying "INDEMNIFYING Party”") under this AgreementSECTION 7, then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; providedPROVIDED, howeverHOWEVER, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming will indemnify the defense Indemnified Party from and against the entirety of such any 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, (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect thereto to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and provides security therefor, (iiiE) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partydiligently. (c) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(bSECTION 7.4(b), (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified PartyParty (not to be withheld unreasonably). (d) In the event any of the conditions in SECTION 7.4(b) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party’s request Parties will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnifying Party’s expense, reasonably cooperate in the defense of the matter. In the event that the conditions in Section 6.3(b) are not satisfied or become unsatisfied in the case of Parties will remain responsible for any Third Party Claim, then Adverse Consequences the Indemnified Party may assume control of suffer resulting from, arising out of, relating to, in the defense of such claim nature of, or caused by the Third Party Claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying Partyfullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this Agreement§ 9(e), then the Indemnified Party shall promptly notify each Indemnifying Party thereofthereof in writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have extent) the Indemnifying Party is materially prejudiced the Indemnifying Partythereby. (bii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, Party so long as as: (iA) the Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party Claim, (ii) the Indemnifying Party provides will indemnify the Indemnified Party with evidence reasonably acceptable to from and against the entirety of any Adverse Consequences the Indemnified Party that may suffer resulting from, arising out of, relating to, in the Indemnifying Party has and will at nature of, or caused by all times continue to have elements of all or the financial resources to defend against portion of the Third Party Claim for which it is asserting its right to control such defense; (B) if Parent or its Subsidiary is the Indemnified Party, the portions of the Third Party Claim with respect to which the Indemnifying Party is asserting its right to defend does not seek injunctive or other equitable relief that could affect an existing product or product development of Parent or any of its Subsidiaries (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, the Surviving Corporation); (iiiC) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently and at its own costs and expense, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material reasonably active and adverse effect on the relationship between the Buyer, LPT or the Business diligent manner; and (on the one handD) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at complies with its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interestobligations set forth in § 9(f). The Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Party. (ciii) So long as the conditions set forth in Section 6.3(b) are and remain satisfied, then (i) the Indemnifying Party may conduct is conducting the defense of the Third Party Claim in accordance with Section 6.3(b)§ 9(e)(ii) above, (iiA) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that and participate in the Indemnifying Party will be responsible for the fees and expenses defense of the separate co-counsel to the extent the Indemnified Third Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest)Claim, (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), and (ivC) if the judgment or settlement would impose any material restriction upon the Indemnified Party or the operation of the business of the Indemnified Party, the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon the Indemnified Party or does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in § 9(e)(ii) above is or becomes unsatisfied, and however, (vA) the Indemnified Party shallmay defend against, at 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 (upon consent from any Indemnifying Party in connection therewith, not to be unreasonably withheld), (B) the Indemnifying Party’s request Party will reimburse the Indemnified Party promptly and at periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Party’s expenseParty will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, reasonably cooperate arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this § 9. (v) Each Party acknowledges and agrees that it shall not be entitled to seek indemnification from any other Party for any Third Party Claim without: (A) for any nonlitigation matter, giving notice of such Third Party Claim to such other Party in accordance with § 9(e)(ii)(A) above (including the proviso contained therein); or (B) for a litigation matter, (x) giving notice of such Third Party Claim to such other Party in accordance with § 9(e)(ii)(A) above (including the proviso contained therein) and (y) giving such other Party the opportunity to defend against such Third Party Claim in accordance with § 9(e)(ii) above. Parent may, in its sole discretion and without providing any notice, defend, handle and dispose of as it sees fit any Third Party Claim so long as it does not seek indemnification with respect to such Third Party Claim and such Third Party Claim does not include injunctive or equitable relief against the Target Stockholders. In addition, Parent may, in its sole discretion, assume the defense of, and handle and dispose of as it sees fit any Third Party Claim for which it has previously sought indemnification by providing notice of its intention to so defend, handle and dispose of such Third Party Claim and that it no longer shall seek indemnity with respect to such Third Party Claim (except for any amounts accrued and unpaid by the matterTarget Stockholders prior to the date of such notice from Parent and such Third Party Claim does not include injunctive or equitable relief against the Target Stockholders). In the event that Parent provides such notice, the conditions Target Stockholders shall promptly and reasonably cooperate with Parent in Section 6.3(b) are not satisfied or become unsatisfied in the case of any Third Party Claim, then the Indemnified Party may assume control of transferring the defense of such claim to the entire exclusion (including with respect to settlement or entry of judgment) and at the entire expense of the Indemnifying PartyThird Party Claim.

Matters Involving Third Parties. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which 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 by such Indemnified Party for indemnification against any other Party (the “Indemnifying Party”) under this AgreementArticle X, then the Indemnified Party shall promptly notify each Indemnifying Party thereofin writing; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying any Indemnifying Party promptly shall not relieve the Indemnifying Party of its obligations from any obligation hereunder except unless (and then solely to the extent such failure shall have materially prejudiced extent) the Indemnifying PartyParty thereby is prejudiced. (b) Any Indemnifying Party will have the right to defend assume, at the Indemnified Party against Indemnifying Party’s sole cost and expense, the defense of the Third Party Claim with counsel of the Indemnifying Party’s choice, its choice reasonably satisfactory to the Indemnified Party, so long as if (i) the such Indemnifying Party notifies the Indemnified Party, Party in writing within thirty fifteen (3015) Business Days days after the Indemnified Party has given notice of the Third Party Claim that it will indemnify the Indemnified Party against any Adverse Consequences arising out of such Third Party Claim and that it intends to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming assume the defense of such the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party of its financial ability to satisfy its indemnification obligations, and (iii) the suit, action, claim, liability, or obligation does not seek to impose any liability, obligation or restriction upon the Indemnified Party other than for money damages; provided, however, that the Indemnifying Party has and will at all times continue to have the financial resources to defend against the Third Party Claim (including any increased losses caused by such defense) and fulfill its indemnification obligations hereunder with respect thereto and provides security therefor, (iii) the Indemnifying Party conducts must conduct the defense of the Third Party Claim (and any available cross-claims, counterclaims or third-party claims related thereto) actively and diligently and at thereafter in order to preserve its own costs and expenserights in this regard; provided further, and (iv) the Third Party Claim (A) does not involve injunctive relief, specific performance or other similar equitable relief, or any claim in respect of Taxes, any product recall or similar action, any Governmental Authority, any criminal allegations, or any claim that is reasonably likely to result in a material and adverse effect on the relationship between the Buyer, LPT or the Business (on the one hand) or any Top Customer or Top Supplier (on the other hand), (B) is not one in which the Indemnifying Party is also a party and joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (C) does not involve a claim 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 Indemnified Party may retain separate co-counsel at its sole cost and expense (except that participate in the Indemnifying defense of the Third Party will be responsible for Claim, but the fees and expenses of such counsel employed by the separate co-counsel to Indemnified Party shall be at the extent expense of the Indemnified Party unless, (X) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (Y) there exists a conflict between the interests of the Indemnified Party and the Indemnifying Party or the Indemnified Party reasonably concludes determines that the counsel such a conflict of interest could arise, in either case that could reasonably be expected to result in a material prejudice to an Indemnified Party, or (Z) the Indemnifying Party has selected failed to assume the defense and employ counsel. (c) So long as the Indemnifying Party has an actual or potential conflict assumed and is actively and diligently conducting the defense of interest). The the Third Party Claim in accordance with Section 10.4(b) above, (A) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld 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 such judgment or does not include a provision whereby proposed settlement includes the giving by the claimant or the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto without the prior written consent of a release of the Indemnified Party. (c) So long as , reasonably satisfactory to the conditions set forth in Section 6.3(b) are and remain satisfiedIndemnified Party, then (i) the Indemnifying Party may conduct the defense of the from all Adverse Consequences with respect to such Third Party Claim in accordance with Section 6.3(b), and (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel the Indemnifying Party has selected has an actual or potential conflict of interest), (iiiB) 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 unreasonably withheld, conditioned or delayedwithheld unreasonably), . (ivd) In the event the Indemnifying Party will does not assume and conduct the defense of the Third Party Claim in accordance with Section 10.4(b) above, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment with respect to the matter, or enter into any settlement which either imposes an injunction or other equitable relief upon with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or does not include a provision whereby obtain any consent from, any Indemnifying Party in connection therewith) and (B) the plaintiff or claimant in the matter releases Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party from all Liability with respect thereto without the prior written consent of the Indemnified Partymay suffer resulting from, and (v) the Indemnified Party shallarising out of, at the Indemnifying Party’s request and at the Indemnifying Party’s expenserelating to, reasonably cooperate in the defense of nature of, or caused by the matter. Third Party Claim to the fullest extent provided in this Article X. (e) In the event that the conditions in Section 6.3(b) are an Indemnified Party has a claim against an Indemnifying Party hereunder which does not satisfied or become unsatisfied in the case of any involve a Third Party Claim, then the Indemnified Party may assume control shall transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing the nature of the defense of such claim and, to the entire exclusion extent reasonably practical, an estimate of the amount of damages attributable to such claim. If the Indemnifying Party does not notify the Indemnified Party within sixty (including with respect to settlement or entry 60) days from its receipt of judgment) and at the entire expense Indemnity Notice that the Indemnifying Party disputes such claim, the claim specified by the Indemnified Party in the Indemnity Notice shall be deemed a liability of the Indemnifying Party hereunder. (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.