Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 10.8.1 If an Indemnified Party shall desire to assert any claim for indemnification under this Article 10 in respect of, arising out or involving a claim or demand made by any Person (a) In order for other than a party hereto or Affiliate hereof) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall notify the indemnifying party of the Third-Party Claim after receipt by such Indemnified Party of notice of such Third-Party Claim; provided, however, that the failure to notify the indemnifying party of such Third-Party Claim will not relieve the indemnifying party of any liability that it may have to an Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Party’s failure to give such notice. 10.8.2 If any Third-Party Claim is brought against an Indemnified Party and such Indemnified Party gives notice to the indemnifying party of the commencement of such Third-Party Claim, the indemnifying party will be entitled to participate in such Third-Party Claim and, to the extent that it wishes (unless (i) such Third-Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and the indemnifying party, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third-Party Claim and provide indemnification under this Article 10 with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Should the indemnifying party elect to assume the defense of such Third-Party Claim in accordance with the immediately preceding sentence and after notice from the indemnifying party to the Indemnified Party of its election to assume the defense thereof, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel or any other legal expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party, in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes defense of such Third-Party Claim, the Indemnified Party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in this Section 10.8.2), separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof and as otherwise contemplated in this Section 10.8. Whether or not the indemnifying party shall have assumed the defense of a Third-Party Claim pursuant to this Section 10.8.2, the indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge such Third-Party Claim (the “Proposed Settlement”), and the Indemnified Party shall have no liability with respect to any such Proposed Settlement, unless (i) the Indemnified Party provides its prior written consent to such Proposed Settlement, (ii) such Proposed Settlement contains an unconditional release of the Indemnified Party from all liability in respect of the related Third-Party Claim and does not contain any finding or admission of any violation of any Law or any violation of the rights of any Person and does not effect on any other claims that may be made against such Indemnified Party, (iii) the sole relief provided in such Proposed Settlement is monetary damages which are paid in full by the indemnifying party and such Proposed Settlement does not subject any Indemnified Party to any injunctive relief or other equitable remedy and (iv) such Proposed Settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. The Seller shall have the right to control the defense of the Platinum Dispute in accordance with the procedures set forth in this Section 10.8.2. 10.8.3 If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Section 11 (the "Indemnitee"), Article 10 other than a claim in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Third-Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must Indemnified Party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the "Indemnitor") in writing information then available to such Indemnified Party), of such claim promptly after becoming aware of the Third Party Claim, promptly following receipt by existence of such Indemnitee of notice of the Third Party Claim being assertedclaim; provided that the failure to give such notification shall not affect the indemnification provided hereunder, for hereunder except to the extent the Indemnitor indemnifying party shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a party to be entitled to any indemnification provided for under this Section 11 (Promptly following the "Indemnitee"), in respect of, arising out of or involving a claim made receipt by any person against the Indemnitee Indemnified Party of written notice of a demand, claim, action, assessment or proceeding made or brought by a third party, including a governmental agency (a "Third Party Claim") for which such person seeks indemnification, the Indemnified Party receiving such notice of the Third Party Claim shall promptly notify the Indemnifying Party, of its existence, setting forth the facts and circumstances of which such Indemnified Party has received notice, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party's failure to give such notice. (b) The Indemnified Party shall tender the defense of a Third Party Claim to the Indemnifying Party. If the Indemnifying Party accepts responsibility for the defense of a Third Party Claim, then the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the exclusive right, in its discretion exercised in good faith and upon the advice of counsel, to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable, provided that at least ten days prior to any such settlement, it shall give written notice of its intention to settle to the Indemnified Party. The Indemnified Party shall have the right to be represented by counsel at its own expense in any defense conducted by the Indemnifying Party (but the Indemnifying Party will control the defense of the Third Party Claim (if it has elected to do so)). (c) If, in accordance with the foregoing provisions of this Article, an Indemnified Party shall be entitled to indemnification against a Third Party Claim, and if the Indemnifying Party shall fail to accept the defense of a Third Party Claim that has been tendered in accordance with this Section, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided at least ten days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section, the Indemnified Party so defends or settles a Third Party Claim for which it is entitled to indemnification hereunder, as hereinabove provided, the Indemnified Party shall be reimbursed or otherwise indemnified by the Indemnifying Party for the reasonable attorneys' fees and other expenses of defending the Third Party Claim that are incurred from time to time, immediately following the earlier of (i) the agreement of the Indemnified Party and the Indemnifying Party that the Indemnifying Party is liable for such Damages pursuant to this Article VII and (ii) the entry of a final judgment of a court of competent jurisdiction determining that any Damages exist and that the Indemnifying Party is liable for such Damages pursuant to this Article VII. No failure by the Indemnifying Party to acknowledge in writing its indemnification obligations under this Article VII shall relieve it of such obligations to the extent they exist. (d) Notwithstanding the foregoing, in connection with any settlement negotiated by the Indemnifying Party, no Indemnified Party shall be required to (i) enter into any settlement (A) that does not include the delivery by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim or litigation, or (B) if the Indemnified Party shall, in writing to the Indemnifying Party within the ten day period prior to such proposed settlement, disapprove of such settlement proposal (which settlement proposal will not be unreasonably disapproved) and desire to have the Indemnifying Party tender the defense of such matter back to the Indemnified Party, or (ii) consent to the entry of any judgment that does not include a full dismissal of the litigation or proceeding against the Indemnified Party with prejudice; provided, however, that should the Indemnified Party disapprove of a settlement proposal pursuant to clause (B) above, the Indemnified Party shall thereafter have all of the responsibility for defending, contesting and settling such Third Party Claim but shall not be entitled to indemnification by the Indemnifying Party to the extent that, upon final resolution of such Third Party Claim, the Indemnifying Party's liability to the Indemnified Party but for this proviso exceeds what the Indemnifying Party's liability to the Indemnified Party would have been if the Indemnifying Party were permitted to settle such Third Party Claim in the absence of the Indemnified Party exercising its right under clause (B) above. (e) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle the Third Party Claim without the Indemnifying Party's consent (which may not be unreasonably withheld.) If the Indemnifying Party does not assume the defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, a settling such claim asserted by a Governmental Entity)or litigation, such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of after giving notice of the Third Party Claim being asserted; provided that failure to give such notification shall not affect the indemnification provided hereunder, except same to the extent Indemnifying Party, on such terms as the Indemnitor shall have been actually and materially prejudiced as a result of such failureIndemnified Party may deem appropriate. The Indemnitee shall furnish to Indemnifying Party will promptly reimburse the Indemnitor Indemnified Party in reasonable detail, accordance with the information possessed by the Indemnitee with respect to such Third Party Claimprovisions hereof. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by an Indemnified Person under Section 11.2, 11.3, 11.4, 11.5 or 11.6 of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a party claim is to be entitled made against an indemnifying party under such Section, give notice to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out indemnifying party of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (includingcommencement of such claim, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must the failure to notify the indemnifying party (will not relieve the "Indemnitor") in writing indemnifying party of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided any liability that failure it may have to give such notification shall not affect the indemnification provided hereunderany Indemnified Person, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result indemnifying party demonstrates that the defense of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed action is prejudiced by the Indemnitee with respect Indemnified Person's failure to give such Third Party Claimnotice. (b) The Indemnitor shall have thirty If any Proceeding referred to in Section 11.8(a) is brought against an Indemnified Person and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, to the extent that it wishes (30unless (i) days after the notice from indemnifying party is also a party to such Proceeding and the Indemnitee Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to notify provide reasonable assurance to the Indemnitee in writing Indemnified Person of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects financial capacity to defend such Third Party Claim or demandProceeding and provide indemnification with respect to such Proceeding), the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in assume the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects Proceeding with counsel satisfactory to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.the

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a party to be Promptly after receipt by an Indemnified Person entitled to any indemnification provided for indemnity under this Section 11 8.3 or a Seller entitled to indemnity under Section 8.4 (the "an “Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim"”) (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided assertion of a third party claim against it, such Indemnitee shall, if a claim is to be made against the party obligated to indemnify under such section (“Indemnitor”), give written notice to the Indemnitor of the assertion of such third party claim, but the failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any liability that failure it may have to give such notification shall not affect the indemnification provided hereunderIndemnitee, except to the extent that the Indemnitor shall have been actually and materially demonstrates that the defense of the third party claim is prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to Indemnitee’s failure or delay in giving such Third Party Claimnotice. (b) The Indemnitor shall have thirty be entitled to participate in the defense of any third party claim for which indemnification is sought and, to the extent that it wishes (30unless (i) days after the third party claim is also against Indemnitor and Indemnitee determines in good faith that joint representation would be inappropriate, or (ii) Indemnitor fails to provide reasonable assurance to Indemnitee of its financial capacity to defend such third party claim and provide indemnification with respect to such third party claim), to assume the defense of such third party claim with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitee Indemnitor to notify the Indemnitee in writing of its election to defend assume the Third Party Claim defense of such third party claim, the Indemnitor shall not, as long as it diligently conducts such defense, be liable to the Indemnitee under this Section 8 for any fees of other counsel or demandany other expenses with respect to the defense of such third party claim, on behalf in each case subsequently incurred by Indemnitee in connection with the defense of the Indemniteesuch third party claim, other than reasonable costs of investigation. If the Indemnitor elects to defend assumes such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faitha third party claim, the Indemnitee shall have the rightright to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of a third party claim, (i) such assumption will not in addition any way establish, or constitute evidence, for purposes of this Agreement, that the claims made in that third party claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such third party claim may be effected by the Indemnitor without the Indemnitee’s prior written consent unless (A) there is no finding or admission of any violation of any legal requirement or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (iii) the Indemnitee shall have no liability with respect to any other compromise or settlement of such third party claim effected without its consent. If notice is given to Indemnitor of the assertion of any third party claim and the Indemnitor fails to assume the defense of such third party claim within ten (10) days after the Indemnitee’s notice is given if required to do so under this Section 8, the Indemnitee will (upon delivering notice to such effect to the Indemnitor) have the right or remedy it may have hereunderto undertake, at the Indemnitor's sole ’s cost and expense, the defense, compromise or settlement of such third party claim on behalf of and for the account and risk of the Indemnitor; provided, however, in which event the Indemnitor shall be entitled, at the Indemnitor’s cost, risk and expense, to defend participate in such Third Party Claim defense, compromise or demandsettlement with separate counsel of its own choosing; provided, further, that such third party claim shall not be compromised or settled without the written consent of the Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitee settles or compromises such third party action without the prior written consent of the Indemnitor, the Indemnitor will bear no liability hereunder for or with respect to such third party claim unless such consent has been requested and unreasonably denied. (c) Notwithstanding the foregoing, if Indemnitee determines in good faith that there is a reasonable probability that a third party claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, Indemnitee may, by notice to Indemnitor, assume the exclusive right to defend, compromise, or settle such third party claim, but the Indemnitor will not be bound by any determination of any third party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any third party claim subject to indemnification under this Section 8, (i) both Indemnitor and Indemnitee, as the case may be, shall keep the other fully informed of the status of such third party claim and any related proceedings at all stages thereof where such party is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any third party claim. (e) With respect to any third party claim subject to indemnification under this Section 8, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by a party to be Person entitled to any indemnification provided for indemnity under this Section 11 Sections 6.2, 6.3, or 6.4 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim"an “Indemnified Person”) (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third assertion of a Third-Party Claim being asserted; against it, such Indemnified Person shall give written notice, describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect to that claim (if any), an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate will not be conclusive of the final amount of that claim) and the basis for the Indemnified Person’s request for indemnification under this Agreement, to the Person obligated to indemnify under such Section (an “Indemnifying Person”), provided that the failure to give such notification shall notify the Indemnifying Person will not affect relieve the indemnification provided hereunderIndemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result Indemnifying Person demonstrates that the defense of such failure. The Indemnitee shall furnish Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnitor in reasonable detailIndemnifying Person pursuant to Section 6.5(a) of the assertion of a Third-Party Claim, the information possessed by Indemnifying Person shall be entitled to participate in the Indemnitee defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii) no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent, which may not be unreasonably withheld or delayed, unless (A) there is no finding or admission of any violation of a Legal Requirement or any violation of the rights of any Person, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (C) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within fifteen (15) days after the Indemnified Person’s notice is given pursuant to this Section 6.5(b), give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Person, (ii) involves criminal allegations against the Indemnified Party, (iii) if successful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) if successful, would impose liability on the part of the Indemnified Person for which the Indemnified Person is not entitled to indemnification hereunder, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim. (bd) The Indemnitor shall have thirty (30) days after Notwithstanding the notice from provisions of Section 6.5, each of HCT and Sun hereby consents to the Indemnitee to notify the Indemnitee nonexclusive jurisdiction of any court in writing which a Proceeding in respect of its election to defend the Third a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or demandthe matters alleged therein and agree that process may be served on HCT or Sun with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Section 6: (i) both the Indemnified Person and the Indemnifying Person, on behalf as the case may be, shall keep the other Person fully informed of the Indemnitee. If the Indemnitor elects to defend status of such Third Third-Party Claim or demandand any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (f) With respect to any Third-Party Claim subject to indemnification under this Section 6, the Indemnitee shall make available parties agree to cooperate in such a manner as to preserve in full (to the Indemnitor extent possible) the confidentiality of all materials reasonably required for that purpose Confidential Information and the Indemnitee shall otherwise assist attorney-client and cooperate work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the Indemnitor defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of such Third any Third-Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expenseshall, to defend such Third Party Claim the extent possible, be made so as to preserve any applicable attorney-client or demandwork-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a Promptly after receipt by an indemnified party to under Section 8.2 or Section 8.3, as the case may be entitled to any indemnification provided for under this Section 11 (the an "IndemniteeIndemnified Person"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; assertion of any third-party claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify such Person under Section 8.2 or Section 8.3, as the case may be (an "Indemnifying Person"), of the assertion of such third-party claim, provided that the failure to give such notification shall notify the Indemnifying Person will not affect relieve the indemnification provided hereunderIndemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result Indemnifying Person demonstrates that the defense of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed third-party claim is prejudiced by the Indemnitee with respect Indemnified Person's failure to give such Third Party Claimnotice. (b) The Indemnitor shall have thirty (30If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 8.7(a) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demandassertion of a third-party claim, the Indemnitee shall make available Indemnifying Person will be entitled to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor participate in the defense of such Third Party Claim or demandthird-party claim and, to the extent that the Indemnifying Person wishes (unless (i) the Indemnifying Person is also a Person against whom the third-party claim is made and so long as the Indemnitor is defending such Third Party Claim Indemnified Person determines in good faithfaith that joint representation would be inappropriate, or (ii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If Indemnifying Person fails to provide reasonable assurance to the Indemnitor elects Indemnified Person of its financial capacity to defend such Third Party Claim or demandthird-party claim and provide indemnification with respect to such third-party claim), by providing written notice thereof to the Indemnitor shall have Indemnified Person within ten (10) days of the right delivery of such notice pursuant to control Section 8.7(a), to assume the defense of such Third Party Claim third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VIII for any fees of other counsel or demandany other expenses of any Indemnified Person with respect to the defense of such third-party claim, at in each case subsequently incurred by the Indemnitor's own expenseIndemnified Person in connection with the defense of such third-party claim, other than reasonable costs of investigation. If the Indemnitor Indemnifying Person assumes the defense of a third-party claim, (x) such assumption will conclusively establish for purposes of this Agreement that the claims made in that third-party claim are within the scope of and subject to indemnification, and (y) no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person's consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person by any Indemnified Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and the Indemnified Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not elect not, within ten (10) days after the Indemnified Person's notice is given, give notice to defend the Indemnified Person of its election to assume the defense of such Third Party Claim third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or demand any compromise or does not defend such Third Party Claim or demand settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faithfaith that there is a reasonable probability that a third-party claim may adversely affect such Indemnified Person other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such third-party claim, but the Indemnifying Person will not be bound by any determination of any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any third-party claim subject to indemnification under this Article VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall have keep the rightother Person fully informed of the status of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the Indemnified Persons and Indemnifying Persons shall render to each other such assistance as they may reasonably require of each other and cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (e) With respect to any third-party claim subject to indemnification under this Article VIII, the Parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its reasonable best efforts, in addition to respect of any other right third-party claim in which it has assumed or remedy it may have hereunder, at has participated in the Indemnitor's sole cost and expensedefense, to defend such Third Party Claim avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any Parties hereto and counsel responsible for or demandparticipating in the defense of any third-party claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for If any Purchaser Indemnified Person or Rite Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out Agreement or an Affiliate of or involving such a claim made by any person against the Indemnitee party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (including, but not limited to, a claim asserted by a Governmental Entityan "Indemnifying Party"), the Indemnitee will give such Indemnitee must notify the indemnifying party Indemnifying Party reasonably prompt written notice thereof (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided that Notice"), but the failure to give such notification so notify Indemnifying Party shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result relieve Indemnifying Party of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee its indemnity obligations with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after Claim unless the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Indemnifying Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for establishes that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as is actually prejudiced by the Indemnitor is defending Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in good faithreasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 8.4, the Indemnifying Party will have the right to assume the defense of any Third Party Claim at the Indemnifying Party's own expense and with counsel selected by the Indemnifying Party (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnifying Party acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnifying Party shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnitee shall not pay, settle or compromise will cooperate in good faith with the Indemnifying Party in such defense and will have the right to participate in the defense of any Third Party Claim or demandassisted by counsel of its own choosing and at its own expense. If Notwithstanding the Indemnitor elects foregoing, if the named parties to defend such the Third Party Claim (including, without limitation, any impleaded parties) include both the Indemnifying Party and the Indemnitee or demandif the Indemnifying Party proposes that the same counsel represent both the Indemnitee and the Indemnifying Party and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitor Indemnitee shall have the right to control retain its own counsel at the cost and expense of the Indemnifying Party. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnifying Party is not entitled, as provided in this Section 8.4(a), to assume the defense of such the Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faithClaim, the Indemnitee shall have sole control over the rightdefense and settlement of the Third Party Claim, and the Indemnifying Party will be liable for all Damages paid or incurred in addition connection therewith to the extent the Indemnifying Party is obligated to provide indemnification under this Agreement. (b) If the Indemnifying Party assumes the defense of the Third Party Claim, the Indemnifying Party shall not compromise or settle such claim without the Indemnitee's consent (which will not be unreasonably withheld) unless (i) there is no finding or admission of any violation of legal requirements or any violation of the rights of any Person and no effect on any other right or remedy it claims that may have hereunderbe made against the Indemnitee, at (ii) the Indemnitor's sole cost relief provided is monetary damages that are paid in full by the Indemnifying Party and expense, to defend (iii) the settlement includes as an unconditional term a complete release of each Indemnitee from all liability in respect of such claim. (c) Each Indemnifying Party who assumes the defense of a Third Party Claim or demandshall use reasonable efforts to diligently defend such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a party to be entitled to If any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of Indemnified Person receives notice of the Third assertion or commencement of any Proceeding made or brought by any Person who is not a Party, an Affiliate of a Party, or a Representative of a Party Claim being asserted; provided that or an Affiliate of a Party (a “Third-Party Claim”) against such Indemnified Person with respect to which the Indemnifying Person is obligated to provide indemnification under this Agreement, the Indemnified Person shall give the Indemnifying Person prompt written notice of such Third-Party Claim. The failure to give such notification shall not affect prompt written notice will not, however, relieve the Indemnifying Person of its indemnification provided hereunderobligations, except and only to the extent that the Indemnitor shall have been actually and materially prejudiced as a result Indemnifying Person forfeits rights or defenses by reason of such failure. The Indemnitee shall furnish to Such notice by the Indemnitor Indemnified Person must describe the Third-Party Claim in reasonable detaildetail and must indicate the estimated amount, if reasonably practicable, of the information possessed Damages that have been or could be sustained by the Indemnitee with respect to such Third Party ClaimIndemnified Person. (b) The Indemnitor Indemnifying Person shall have the right to participate in, or by giving written notice to the Indemnified Person within thirty (30) days after being notified of a Third-Party Claim by the notice from the Indemnitee to notify the Indemnitee Indemnified Person in accordance with Section 9.6(a) and unconditionally acknowledging in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, to assume the defense of its election to defend the Third such Third-Party Claim or demand, on behalf of at the Indemnitee. If Indemnifying Person’s expense and by the Indemnitor elects to defend Indemnifying Person’s own counsel (such Third Party Claim or demand, the Indemnitee shall make available counsel must be reasonably acceptable to the Indemnitor all materials reasonably required for that purpose Indemnified Person), and the Indemnitee Indemnified Person shall otherwise assist cooperate in good faith in such defense. The Indemnified Person shall have the right, at its own cost and cooperate the Indemnitor expense, to participate in the defense of such Third any Third-Party Claim or demand, and so long as with counsel selected by the Indemnitor is defending such Third Party Claim in good faith, Indemnified Person subject to the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the Indemnifying Person’s right to control the defense thereof and, in any event, the Indemnifying Person shall keep the Indemnified Person fully apprised as to the status of such Third defense. If the Indemnifying Person elects not to assume the defense of such Third-Party Claim or demandfails to timely notify the Indemnified Person in writing of the Indemnifying Person’s election to assume the defense of such Third-Party Claim as provided in this Agreement, at the Indemnitor's own expenseIndemnified Person shall be entitled to, subject to Section 9.6(d), pay, compromise and defend such Third-Party Claim and seek indemnification for any and all Damages based upon, arising out of, with respect to or by reason of such Third-Party Claim. Buyer and Sellers shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim (to the extent permitted by applicable Legal Requirements) and making available, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees of the non-defending Party in such a manner as not to unreasonably interfere with the normal operations of the non-defending Party, as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. (c) Notwithstanding anything in this Agreement to the contrary, if (i) the Indemnifying Person is given notice of a Third-Party Claim in compliance with Section 9.6(a) and fails to notify the Indemnified Person of the Indemnifying Person’s election to defend such Third-Party Claim within the time prescribed in Section 9.6(b) or fails to unconditionally acknowledge in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, (ii) the claim for indemnification is based upon, arises out of, is with respect to or is by reason of any criminal or quasi-criminal Proceeding, (iii) the relief sought in connection with the Third-Party Claim is not solely monetary damages, (iv) the Indemnified Person reasonably concludes, based upon advice of counsel, that either a conflict exists between the Indemnifying Person and the Indemnified Person in connection with the defense of the Third-Party Claim or there are legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person, (v) Buyer, if acting as the Indemnified Person, reasonably concludes that the Damages relating to such Third-Party Claim could exceed the then current balance of the Indemnity Escrow Fund, (vi) the Third-Party Claim is asserted directly by or on behalf of a Person that is a material customer, supplier, distributor, lessor, licensor, licensee or creditor of the Indemnified Person, or (vii) the defense of the Third-Party Claim is not instituted and continuously maintained in good faith by the Indemnifying Person, then, in any such case, the Indemnified Person is entitled to assume the defense of such Third-Party Claim and assert a claim against the Indemnifying Person for indemnification with respect to such Third-Party Claim pursuant to the terms of this Article IX, with the reasonable costs and expenses of such defense to be included in the amount of Damages sought pursuant to such indemnification. The Indemnifying Person shall cooperate in good faith with the Indemnified Person with respect to the transfer of the defense of such Third-Party Claim from the Indemnifying Person to the Indemnified Person in accordance with this Section 9.6(c). (d) Notwithstanding anything in this Agreement to the contrary, the Indemnifying Person shall not enter into a settlement of any Third-Party Claim without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld, conditioned or delayed), except as provided in this Section 9.6(d). If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person from all Liabilities in connection with such Third-Party Claim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnitor does not elect Indemnified Person fails to consent in writing to such firm offer within fifteen (15) days after the Indemnified Person’s receipt of such notice, the Indemnified Person shall be entitled to continue to contest or defend such Third Third-Party Claim or demand or does not defend and in such Third event, the maximum Liability of the Indemnifying Person as to such Third-Party Claim or demand in good faithis not to exceed the amount of such settlement offer. If the Indemnified Person fails to consent to such firm offer and also fails to timely assume defense of such Third-Party Claim, the Indemnitee Indemnifying Person shall have be entitled to settle the rightThird-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Person has assumed the defense of any Third-Party Claim pursuant to Section 9.6(b) or Section 9.6(c) and the Indemnifying Person has unconditionally acknowledged in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person with respect to such Third-Party Claim, in addition the Indemnified Person shall not agree to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend settlement of such Third Third-Party Claim without the written consent of the Indemnifying Person (such consent not to be unreasonably withheld, conditioned or demanddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by a party to be Person entitled to any indemnification provided for indemnity under this Section 11 9.2 or 9.3 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim"an “Indemnified Person”) (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third assertion of any claim against any Indemnified Person by a third party (a “Third-Party Claim being asserted; Claim”), such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an “Indemnifying Person”) of the assertion of such Third-Party Claim, provided that the failure to give such notification shall notify the Indemnifying Person will not affect relieve the indemnification provided hereunderIndemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result Indemnifying Person demonstrates that the defense of such failure. The Indemnitee shall furnish Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnitor in reasonable detailIndemnifying Person pursuant to Section 9.5(a) of the assertion of a Third-Party Claim, the information possessed by Indemnifying Person shall be entitled to participate in the Indemnitee defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 9 for any fees of other counsel or any other expenses with respect to the defense of such Third Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) it shall be conclusively established for all purposes that the Third-Party Claim is properly the subject of indemnification hereunder and the Indemnifying Person shall thereafter be estopped from claiming otherwise in any subsequent Proceeding between the parties; (ii) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent, which consent will not be unreasonably withheld or delayed unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (iii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claim effected without its consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnified Person will be entitled to assume the defense of such Third-Party Claim. (bc) The Indemnitor shall have thirty (30) days after Notwithstanding the notice from the Indemnitee to notify the Indemnitee foregoing, if an Indemnified Person determines in writing of its election to defend the Third good faith that there is a reasonable probability that a Third-Party Claim may materially adversely affect it or demandits Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, on behalf the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of the Indemnitee. If the Indemnitor elects to defend such Third any Third-Party Claim so defended for the purposes of this Agreement or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim any compromise or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall settlement effected without its consent (which may not pay, settle be unreasonably withheld or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demanddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Within fifteen (15) Business Days of receipt by a Buyer Indemnified Person or a Seller Indemnified Person (each an “Indemnified Party”) under Section 10.2 or 10.3 of notice of a claim by a third party to in respect of which the Indemnified Party would be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee Article X (a "“Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity”), such Indemnitee must Indemnified Party will give written notice to the party from which indemnification may be sought under Sections 10.2 or 10.3 (an “Indemnifying Party”) of the assertion of such Third Party Claim, but the failure to notify the indemnifying party Indemnifying Party in accordance with this Section 10.7(a) will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, nor result in the forfeit of any rights or claims to indemnification under this Agreement with respect to such Third Party Claim or any subsequent claim relating thereto or arising in connection therewith, unless, and then only to the extent that, the defense of such action by the Indemnifying Party is prejudiced by the Indemnified Party’s failure to so give such notice. (b) If any Third Party Claim is asserted against an Indemnified Party, other than a Third Party Claim in respect of Tax matters, which shall be governed by Section 6.1(d), upon notice to the "Indemnitor"Indemnified Party within thirty (30) in writing days (or less if the nature of the Third Party Claim, promptly following receipt by such Indemnitee of Claim requires) from the date on which the Indemnifying Party received notice of the Third Party Claim being asserted; provided that failure in accordance with Section 10.7(a), the Indemnifying Party will be entitled to give participate in such notification shall not affect the indemnification provided hereunderThird Party Claim and, except to the extent that it wishes (unless (i) the Indemnitor shall have been actually Indemnifying Party is also a party to such Third Party Claim and materially prejudiced as a result of such failure. The Indemnitee shall furnish the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnitor in reasonable detailIndemnified Party of its financial capacity to investigate, the information possessed by the Indemnitee contest, defend, arbitrate or settle such Third Party Claim and provide indemnification with respect to such Third Party Claim. ), to assume the investigation, contest, defense, arbitration or settlement of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the investigation, contest, defense, arbitration or settlement of such Third Party Claim, the Indemnifying Party will not, as long as it actively and diligently conducts such investigation, contest, defense, arbitration or settlement, be liable to the Indemnified Party under this Article X for any fees of other counsel or any other expenses with respect to the investigation, contest, defense, arbitration or settlement of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the investigation, contest, defense, arbitration or settlement of such Third Party Claim. If the Indemnifying Party assumes the investigation, contest, defense, arbitration or settlement of a Third Party Claim, (bi) The Indemnitor shall it will be conclusively established for purposes of this Agreement that the Third Party Claim is within the scope of and subject to indemnification, (ii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s written consent (such consent to not be unreasonably withheld, delayed or conditioned) unless (A) the terms of the proposed compromise or settlement include as an unconditional term thereof the giving to the Indemnified Party by the third party of a release of the Indemnified Party from all liability in respect of the Third Party Claim, (B) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the assertion of any Third Party Claim and the Indemnifying Party does not, within thirty (30) days (or less if the nature of the Third Party Claim requires) after the Indemnified Party’s notice from is given, give notice to the Indemnitee to notify the Indemnitee in writing Indemnified Party of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in assume the defense of such Third Party Claim, the Indemnifying Party will be bound by any determination made in such Third Party Claim or demandany compromise or settlement effected by the Indemnified Party, who shall have the right, with counsel of its choice, to defend, conduct and so long as control the Indemnitor is defending such Third Party Claim at the sole cost and expense of the Indemnifying Party. If having assumed the defense of a Third Party Claim the Indemnifying Party fails to reasonably conduct the defense or prosecution of the Third Party Claim in good faith, and the Indemnitee shall not pay, settle or compromise Indemnified Party has provided the Indemnifying Party with reasonable notice in writing of such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demandfailure, the Indemnitor Indemnified Party shall have the right to control consent to the defense entry of such any Order or enter into any settlement with respect to the Third Party Claim without prior written consent of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnified Party for all Damages incurred in connection with such Order or demand, at the Indemnitor's own expensesettlement. If the Indemnitor Indemnifying Party does not elect to defend assume the defense or prosecution of a Third Party Claim which it has the right to assume hereunder, the Indemnified Party shall have no obligation to do so. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim, but the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or demand any compromise or does settlement effected without its consent (which may not defend be unreasonably withheld, delayed or conditioned). (d) The parties agree to render to each other such assistance as they may reasonably require of each other in order to facilitate the proper and adequate defense of a Third Party Claim. Upon assuming the defense of a Third Party Claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed as to such Third Party Claim Claim, whether or demand in good faithnot the Indemnified Party is represented by its own counsel. (e) With respect to a Third Party Claim, after a final Order or award, which is not subject to appeal or with respect to which the Indemnitee time for appeal has expired, shall have been issued by a court, arbitral tribunal or administrative agency of competent jurisdiction, or a settlement shall have been consummated, or the right, in addition parties shall have arrived at a mutually binding agreement with respect to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.Claim, the Indemnified Party shall give prompt notice to the Indemnifying Party of the amounts due and owing by the Indemnifying Party with respect to such matter and the Indemnifying Party shall pay all of the amounts so owing, subject to the other provisions of this Article X.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for If a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee")complaint, in respect of, arising out of claim or involving a claim legal action is brought or made by any person against the Indemnitee a third party (a "“Third Party Claim"”) as to which Seller or Purchaser is entitled to indemnification (including, but not limited to, a claim asserted by a Governmental Entity“Indemnified Party”), the Indemnified Party shall give written notice of such Indemnitee must notify Third Party Claim to the indemnifying party (“Indemnifying Party”) promptly after the "Indemnitor") in writing of the Third Indemnified Party Claim, promptly following receipt by such Indemnitee of receives notice of that claim, which notice shall include a copy of any letter complaint or similar writing received by the Third Party Claim being assertedIndemnified Party; provided provided, however, that any failure to give provide, or delay in providing, such notification shall not affect the constitute a bar or defense to indemnification provided hereunder, except to the extent the Indemnitor shall have Indemnifying Party has been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claimprejudiced. (b) The Indemnitor Indemnifying Party shall have thirty (30) days after the notice from the Indemnitee right to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or demand, and so long as other expenses subsequently incurred by the Indemnitor is Indemnified Party in defending such Third Party Claim in good faithexcept provided below. If the Indemnifying Party elects to assume the defense and select counsel, the Indemnitee Indemnified Party may participate in the defense through its own separate counsel, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) otherwise specifically agreed in writing by the Indemnifying Party, or (ii) counsel selected by the Indemnifying Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (in which case the Indemnifying Party shall not pay, settle or compromise such have the right to direct the defense of the Third Party Claim or demand. If on the Indemnitor elects Indemnified Party’s behalf). (c) The Indemnifying Party’s failure to notify an Indemnified Party of its election to defend such Third Party Claim or demand, within thirty (30) days after notice of the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at was given to the Indemnitor's own expense. Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend the Third Party Claim. (d) If the Indemnitor does not elect Indemnifying Party notifies the Indemnified Party of its election to defend such Third Party Claim or demand or does not defend such Claim, the Indemnifying Party’s obligations shall include taking all steps necessary in defending the Third Party Claim and holding the Indemnified Party harmless against any and all Damages caused by or demand arising out of any settlement approved by the Indemnified Party or any judgment in good faithconnection with such claim or litigation. (e) If the Indemnifying Party does not assume the defense of the Third Party Claim, the Indemnitee Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate. The Indemnifying Party shall have promptly reimburse the rightIndemnified Party for the Losses caused by or arising out of such settlement, or for the amount of any judgment rendered on the Third Party Claim, and for all costs and expenses the Indemnified Party reasonably incurred in defending the claim. (f) The Indemnifying Party may settle any Third Party Claim, in addition its sole discretion, without the Indemnified Party’s prior written consent, provided that such settlement involves only the payment of cash by the Indemnifying Party to the claimant and does not impose any other right obligation on the Indemnifying Party or remedy it may have hereunder, at any liability or obligation on the Indemnitor's sole cost and expense, to defend such Third Party Claim or demandIndemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for 9.2.1 If the Buyer receives written notice of the commencement of any Proceeding by a third party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "“Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity”), such Indemnitee must notify and the indemnifying party (Buyer intends to seek indemnity pursuant to this Clause 9, the "Indemnitor") Buyer shall as promptly as practicable provide each Warrantor with notice in writing of the Third Party Claim; provided, promptly following receipt however, that no delay on the part of the Buyer in notifying such Warrantor will relieve such Warrantor from any obligation hereunder unless (and then solely to the extent) such Warrantor is materially and actually prejudiced as a result thereof. Such Warrantor shall be entitled to assume the defence of such Third Party Claim at its own expense; provided that such Warrantor shall not be entitled to assume the defence of a Third Party Claim to the extent that the Buyer reasonably determines that it has defences, claims or positions that are unique, separate or distinct from the defences, claims or positions that might be available to other Persons relating to such Third Party Claim (such as jurisdictional defences). Such defence shall be conducted through counsel selected by such Indemnitee Warrantor, which counsel shall be satisfactory to the Buyer. Should such Warrantor so elect to assume the defence of notice a Third Party Claim, such Warrantor will not be liable to the Buyer for any legal or other expenses subsequently incurred by the Buyer in connection with the defence thereof. If such Warrantor is conducting the defence of the Third Party Claim being asserted; provided that failure Claim, the Buyer shall be entitled, at its own expense, to give such notification shall not affect retain separate counsel and participate in the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result defence of such failureThird Party Claim. The Indemnitee shall furnish Such Warrantor will keep the Buyer informed of all material developments relating to the Indemnitor or arising in reasonable detail, the information possessed by the Indemnitee connection with respect to such Third Party Claim. 9.2.2 In the event that (bi) The Indemnitor the relevant Warrantor(s) fail to so assume the defence of any Third Party Claim within 30 days after receipt of notice thereof from the Buyer, (ii) the relevant Warrantor(s) and the Buyer are both parties to or subjects of the proceedings and the Buyer shall have thirty reasonably concluded that representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them or (30iii) days after in any event, to the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend extent the Third Party Claim seeks an order, injunction, non-monetary or demandother equitable relief against the Buyer which, on behalf in the reasonable judgment of the Indemnitee. If Buyer, if successful, is reasonably likely to establish a precedential custom or practice that is materially detrimental to the Indemnitor elects to defend such Third Party Claim or demandcontinuing business interests of the Buyer, the Indemnitee Buyer shall make available have the right to undertake the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense defence of such Third Party Claim or demandand, and so long as the Indemnitor is defending if such Third Party Claim in good faithis one for which the Buyer is entitled to be indemnified under this Clause 9, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense defence of such Third Party Claim or demand, shall be at the Indemnitor's own expense. If expense and for the Indemnitor does account of the Warrantors. 9.2.3 Each Warrantor shall be required to obtain the prior written consent of the Buyer (such consent not elect to defend such be unreasonably withheld, delayed or conditioned) before consenting to any judgment, entering into or making any settlement, compromise or discharge of any Third Party Claim or demand or does any liability in respect thereof. 9.2.4 Each Warrantor shall not defend such be entitled to control (but shall be entitled to participate at its own expense in) the defence of any Third Party Claim as to which such Warrantor fails to assume the defence within 30 days after receipt of notice thereof from the Buyer; provided, however, that the Buyer shall make no settlement, compromise, discharge, admission, or demand in good faith, the Indemnitee shall have the right, in addition acknowledgment that would give rise to any other right liability on the part of any Warrantor without the prior written consent of such Warrantor (such consent not to be unreasonably withheld, delayed or remedy it may have hereunderconditioned). 9.2.5 The reimbursement of fees, at costs and expenses required by this Clause 9 shall be made by periodic payments during the Indemnitor's sole cost course of the investigation or defence, as and expense, to defend such Third Party Claim when bills are received or demandexpenses incurred.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for If a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee")complaint, in respect of, arising out of claim or involving a claim legal action is brought or made by any person against the Indemnitee a third party (a "“Third Party Claim"”) against any Purchaser Indemnified Party or Seller Indemnified Party (includingcollectively, but not limited to, a claim asserted by a Governmental Entityan “Indemnified Party”), the Indemnified Party shall give written notice of such Indemnitee must notify Third Party Claim to the indemnifying party (“Indemnifying Party”) promptly after the "Indemnitor") Indemnified Party receives notice of that claim, which notice shall include a copy of any letter, complaint or similar writing received by the Indemnified Party; provided, however, that any failure to provide, or delay in providing, such notification shall not constitute a bar or defense to indemnification except to the extent such failure has prejudiced the rights or defenses of the Indemnifying Party. If the Indemnifying Party acknowledges in writing of to the Indemnified Party that the Indemnifying Party is liable and has indemnity obligations for any Damages resulting from such Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Indemnifying Party Claim being asserted; provided that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually the right, at its sole cost and materially prejudiced as a result of such failure. The Indemnitee shall furnish expense, to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or demand, and so long as other expenses subsequently incurred by the Indemnitor is Indemnified Party in defending such Third Party Claim in good faithexcept as provided below. If the Indemnifying Party elects to assume the defense and select counsel, the Indemnitee Indemnified Party may participate in the defense through its own separate counsel, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) otherwise specifically agreed in writing by the Indemnifying Party, or (ii) counsel selected by the Indemnified Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (in which case the Indemnifying Party shall not payhave the right to direct the defense of the Third Party Claim on the Indemnified Party’s behalf). Notwithstanding the foregoing, settle or compromise if the resolution of any such Third Party Claim involves or demand. If relates to Taxes and could impact the Indemnitor elects to defend such Third Taxes or Tax position of the Indemnified Party Claim or demandfor any Post-Closing Tax Period, the Indemnitor Indemnified Party shall have the right be entitled to control the defense of such Third Party Claim or demand, at the Indemnitor's own expenseClaim. If the Indemnitor does not elect The Indemnifying Party’s failure to notify an Indemnified Party of its election to defend such Third Party Claim within twenty-one (21) days after notice of the Third Party Claim was given to the Indemnifying Party shall be deemed a waiver by the Indemnifying Party of its rights to defend the Third Party Claim, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party. If the Indemnifying Party assumes the defense of the Third Party Claim, its obligations shall include taking all steps necessary in defending the Third Party Claim and holding the Indemnified Party harmless against any and all Damages caused by or demand arising out of any settlement approved by the Indemnified Party or any judgment in connection with such claim or litigation. If the Indemnifying Party does not assume the defense of the Third Party Claim, the Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim or demand without the Indemnifying Party’s prior written consent. The Indemnifying Party may not withhold such consent unless it has provided security of a type and in good faith, an amount reasonably acceptable to the Indemnitee shall have Indemnified Party for the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend payment of its indemnification obligations for such Third Party Claim. The Indemnifying Party shall promptly reimburse the Indemnified Party for the Damages caused by or arising out of such settlement, or for the amount of any judgment rendered on the Third Party Claim, and for all costs and expenses the Indemnified Party reasonably incurred in defending the claim. The Indemnifying Party may settle any Third Party Claim, in its sole discretion, without the Indemnified Party’s prior written consent, provided that such settlement (i) involves only the payment of cash by the Indemnifying Party to the claimant, (ii) does not impose any other obligation on the Indemnifying Party or any Liability or obligation on the Indemnified Party, (iii) releases the Indemnified Party completely in connection with such Third Party Claim, and (iv) includes a full dismissal of the litigation or proceeding against the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party may not settle any Third Party Claim that involves or demandrelates to Taxes and could impact the Taxes or Tax position of the Indemnified Party for any Post-Closing Tax Period without the prior written consent of the Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by an indemnified party under Section 10.2 or 10.3 of notice of the assertion of a Third-Party Claim against it, such indemnified party will, if a claim is to be entitled made against an indemnifying party under such Section, give notice to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out indemnifying party of or involving a claim made by any person against the Indemnitee (a "Third assertion of such Third-Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must the failure to notify the indemnifying party (will not relieve the "Indemnitor") in writing indemnifying party of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided any liability that failure it may have to give such notification shall not affect the indemnification provided hereunderany indemnified party, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result indemnifying party demonstrates that the defense of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed Third-Party Claim is prejudiced by the Indemnitee with respect indemnifying party’s failure to give such Third Party Claimnotice. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third If any Third-Party Claim or demand, on behalf referred to in Section 10.7(a) is asserted against an indemnified party and it gives notice to the indemnifying party of the Indemnitee. If the Indemnitor elects to defend assertion of such Third Third-Party Claim or demandClaim, the Indemnitee shall make available indemnifying party will be entitled to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor participate in the defense of such Third Third-Party Claim or demandand, and so long as to the Indemnitor extent that it wishes (unless (i) the indemnifying party is defending such Third also a Person against whom the Third-Party Claim is made and the indemnified party determines in good faithfaith that joint representation would be inappropriate, or (ii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If indemnifying party fails to provide reasonable assurance to the Indemnitor elects indemnified party of its financial capacity to defend such Third Third-Party Claim or demandand provide indemnification with respect to such Third-Party Claim), the Indemnitor shall have the right to control assume the defense of such Third Third-Party Claim with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Third-Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the indemnified party in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Third-Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the assertion of any Third-Party Claim and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Third-Party Claim, the indemnifying party will be bound by any determination made in such Third-Party Claim or demandany compromise or settlement effected by the indemnified party. (c) Notwithstanding the foregoing, at if an indemnified party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitor's own expense. If indemnified party may, by notice to the Indemnitor does indemnifying party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the indemnifying party will not elect be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Seller hereby consents to defend the non-exclusive jurisdiction of any court in which a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Third Third-Party Claim or demand or does not defend the matters alleged therein, and agrees that process may be served on Seller with respect to such Third Party Claim or demand a claim anywhere in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demandworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following Promptly after receipt by such Indemnitee an Indemnified Person under Section 9.1, 9.2, 9.8, 9.9 or 10.12 of notice of the Third commencement or Threatened commencement of any third-party Proceeding against it (a "Third-Party Claim being asserted; provided that Claim"), such Indemnified Person shall, if a claim is to be made against a Person (the "Indemnifying Person") under Section 9.1, 9.2, 9.8, 9.9 or 10.12, give written notice containing reasonable detail to the Indemnifying Person of the assertion of such Third-Party Claim. The failure to give such notification prompt written notice shall not affect not, however, relieve the Indemnifying Person of their indemnification provided hereunderobligations, except and only to the extent that such failure materially prejudices the Indemnitor shall have been actually and materially prejudiced as a result defense of such failureThird-Party Claim. The Indemnitee shall furnish to the Indemnitor in reasonable detailIf any Third-Party Claim is brought against an Indemnified Person, the information possessed by the Indemnitee with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor Indemnifying Person may participate in the defense of such Third Third-Party Claim and, to the extent that it may elect, to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Person. In such event, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under Section 9.1, 9.2, 9.8, 9.9 or 10.12, as applicable, for any fees of other counsel with respect to the defense of such Proceeding; provided, however, that if the Indemnifying Person and the Indemnified Person are both named parties to the Proceeding and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnified Person may participate in such defense with one separate counsel (and one additional separate local counsel) at the reasonable expense of the Indemnifying Person. An election to assume the defense of a Third-Party Claim shall not be deemed to be an admission that the Indemnifying Person is liable to the Indemnified Person in respect of such Third-Party Claim or demand, and so long as that the Indemnitor is defending such Third claims made in the Third-Party Claim in good faithare within the scope of or subject to indemnification under Section 9.1, the Indemnitee shall not pay9.2, settle 9.8, 9.9 or compromise such Third Party Claim or demand10.12, as applicable. If the Indemnitor elects Indemnifying Person assumes the defense of a Third-Party Claim, then the Indemnified Person may participate in the defense of such Third-Party Claim, including attending meetings, conferences, teleconferences, settlement negotiations and other related events (and to defend such Third Party Claim or demandemploy counsel at its own expense in connection therewith); provided, it being understood that the Indemnitor Indemnifying Person shall have the right to control the defense of such Third Third-Party Claim. If the Indemnifying Person assumes the defense of any such Third-Party Claim, the Indemnified Person shall cooperate with the Indemnifying Person in the defense of such Third-Party Claim. If the Indemnifying Person assumes the defense of the Third-Party Claim, no compromise or settlement of such claim may be effected by the Indemnifying Person without the Indemnified Person's prior written consent (which shall not be unreasonably withheld, conditioned or delayed) unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and (iii) the terms of such compromise or settlement include a full and unconditional release of the Indemnified Person from all Liability with respect to such Third-Party Claim. Without the Indemnifying Person's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, no Indemnified Person may settle or compromise any Third-Party Claim or demandconsent to the entry of any judgment for which the Indemnified Person is seeking indemnification under Section 9.1, at 9.2, 9.8, 9.9 or 10.12, as applicable, unless the Indemnitor's own expenseIndemnifying Person fails to assume and maintain the defense of such Third-Party Claim pursuant to this Section 9.5(b). If it is ultimately determined that the Indemnitor does Indemnifying Person is not elect obligated to indemnify, defend or hold harmless the Indemnified Person in connection with any Third-Party Claim, then the Indemnified Person shall promptly reimburse the Indemnifying Person for any and all costs and expenses (including reasonable attorney's fees and court costs) incurred by the Indemnifying Person in its defense of such Third Third-Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demandClaim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by an indemnified party under Section 10.2 of notice of the commencement of any Proceeding against it (a “Third Party Claim Proceeding”), such indemnified party will, if a claim is to be entitled made against an indemnifying party under such Section, give notice to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out indemnifying party of or involving a claim made by any person against the Indemnitee (a "commencement of such Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must the failure to notify the indemnifying party (will not relieve the "Indemnitor") in writing indemnifying party of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided any liability that failure it may have to give such notification shall not affect the indemnification provided hereunderany indemnified party, except to the extent that the Indemnitor shall have been actually and indemnifying party demonstrates that the defense of such action is materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect indemnifying party’s failure to give such Third Party Claimprompt notice. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the If any Third Party Claim or demand, on behalf Proceeding is brought against an indemnified party and it gives notice to the indemnifying party of the Indemnitee. If the Indemnitor elects to defend commencement of such Third Party Claim or demandProceeding, the Indemnitee shall make available indemnifying party will be entitled to participate in such Third Party Claim Proceeding and, to the Indemnitor all materials reasonably required for extent that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in it wishes, assume the defense of such Third Party Claim or demandProceeding with counsel satisfactory to the indemnified party, and so long as unless (i) the Indemnitor claim involves Taxes, (ii) the indemnifying party is defending also a party to such Third Party Claim Proceeding and the indemnified party determines in good faithfaith that joint representation would be inappropriate, (iii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If indemnifying party fails to provide reasonable assurance to the Indemnitor elects indemnified party of its financial capacity to defend such Third Party Claim or demand, the Indemnitor shall have the right Proceeding and provide indemnification with respect to control the defense of such Third Party Claim Proceeding, (iv) if the indemnifying party is Seller, (a) the Third Party Claim Proceeding is asserted directly by or demandon behalf of a supplier or customer of the Company, at or (b) the Indemnitor's own expenseThird Party Claim Proceeding seeks an injunction or other equitable relief against the indemnified party, or (v) the Indemnification Cap has been reached. If the Indemnitor does indemnifying party assumes the defense of a Third Party Claim Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third Party Claim Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. In the event that the indemnified party has assumed the defense of a Third Party Claim Proceeding, the indemnifying party will not elect be bound by any compromise or settlement effected by the indemnified party without the indemnifying party’s consent (which may not be unreasonably withheld). (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Third Party Claim Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to defend indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third Party Claim or demand or does Proceeding, but the indemnifying party will not defend such be bound by any determination of a Third Party Claim Proceeding so defended or demand in good faith, the Indemnitee shall have the right, in addition to any other right compromise or remedy it settlement effected without its consent (which may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demandnot be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by a party to be Person entitled to any indemnification provided for indemnity under this Section 11 8.2 or 8.3 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim"an “Indemnified Person”) (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the assertion of a Third Party Claim being assertedagainst it, such Indemnified person shall give notice to the Person obligated to indemnify under such Section (an “Indemnifying Person”) of the assertion of such Third Party Claim; provided provided, that the failure to give such notification shall notify the Indemnifying Person will not affect relieve the indemnification provided hereunderIndemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnitor shall have been actually and materially Indemnifying Person is prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect Indemnified Person’s failure to give such Third Party Claimnotice. (b) The Indemnitor shall have thirty (30If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 8.4(a) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend assertion of such Third Party Claim or demandClaim, the Indemnitee Indemnifying Person shall make available be entitled to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor participate in the defense of such Third Party Claim or demandand, and so long as to the Indemnitor extent that it wishes (unless (i) the Indemnifying Person is defending such also a Person against whom the Third Party Claim is made and the Indemnified Person determines in good faithfaith that joint representation would be inappropriate due to a conflict of interest, or (ii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If Indemnifying Person fails to provide reasonable assurance to the Indemnitor elects Indemnified Person of its financial capacity to defend such Third Party Claim or demandand provide indemnification with respect to such Third Party Claim), the Indemnitor shall have the right to control assume the defense of such Third Party Claim or demand, at with counsel reasonably satisfactory to the Indemnitor's own expenseIndemnified Person. If the Indemnitor Indemnifying Party assumes the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, then the Indemnified Party shall make no claim for indemnity for the cost or expenses of any separate legal counsel that the Indemnified Party may want to participate in such defense. If the Indemnifying Person assumes the defense of a Third Party Claim, (x) such assumption will conclusively establish, for purposes of this Agreement, the claims made in that Third Party Claim are within the scope of and subject to indemnification; and (y) no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person by the Indemnified Party, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person or any other Person other than the Indemnified Party, and (C) the Indemnified Person shall have no Liability with respect to any compromise or settlement of such Third Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third Party Claim and the Indemnifying Person does not elect not, within twenty (20) Business Days after the Indemnified Person’s notice is given, give notice to defend the Indemnified Person of its election to assume the defense of such Third Party Claim, the Indemnifying Person will be bound by any determination made in such Third Party Claim or demand any compromise or does not defend settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third Party Claim may materially adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification hereunder, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third Party Claim against the Indemnified Person but no such compromise or demand settlement shall impose or result in good faith, any admission of responsibility or Liability by the Indemnitee shall have the right, in addition Indemnifying Person. (d) With respect to any Third Party Claim subject to indemnification under this Article 8: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other right or remedy it may have hereunder, at Person fully informed of the Indemnitor's sole cost and expense, to defend status of such Third Party Claims and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (e) With respect to any Third Party Claim subject to indemnification under this Article 8, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each Party agrees that: (i) it will use its commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or demandparticipated in the defense, to avoid production of Confidential Information (consistent with applicable Legal Requirement and rules of procedure), and (ii) all communications between any Party hereto and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) In order for Promptly after receipt by an indemnified party under Section 8(b) or (c) of a written notice (the “Notice of Claim”) of the commencement of any action, suit or proceeding against it, or written threat thereof, such indemnified party will, if a claim is to be entitled made against an indemnifying party under either of said sections, as applicable, give notice to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claimcommencement of such action, promptly following receipt suit or proceeding. The indemnified party shall furnish to the indemnifying party in reasonable detail such information as the indemnified party may have with respect to such indemnification claims (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or assenting the same). Subject to the limitations set forth in this Section 8, no failure or delay by such Indemnitee of notice the indemnified party in the performance of the Third Party Claim being asserted; provided that failure to give such notification foregoing shall not reduce or otherwise affect the indemnification provided hereunder, obligation of the indemnifying party to indemnify and hold the indemnified party harmless except to the extent the Indemnitor that such failure or delay shall have been actually materially and materially prejudiced as a result of such failure. The Indemnitee shall furnish adversely affected the indemnifying party’s ability to defend against, settle or satisfy any action, suit or proceeding the Indemnitor in reasonable detail, claim for which the information possessed by the Indemnitee with respect indemnified party is entitled to such Third Party Claimindemnification hereunder. (bii) The Indemnitor If the claim or demand set forth in the Notice of Claim given by the indemnified party is a claim or demand asserted by a third party, the indemnifying party shall have thirty (30) 30 days after the notice from the Indemnitee Date of Notice of Claim to notify the Indemnitee indemnified party in writing of its election to defend the Third Party Claim such third party claim or demand, demand on behalf of the Indemniteeindemnified party (the “Notice Period”); provided, however, that the indemnified party is authorized to file any motion, answer or other pleading which it deems necessary or appropriate to protect its interests during the Notice Period. If the Indemnitor indemnifying party elects to defend such Third Party Claim third party claim or demand, the Indemnitee indemnified party shall make available to the Indemnitor indemnifying party and its agents and representatives all records and other materials which are reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim third party claim or demand and shall otherwise cooperate (at the sole cost and expense of the indemnifying party) with, and assist (at the sole cost and expense of the indemnifying party) the indemnifying party in the defense of, such third party claim or demand, and so long as the Indemnitor indemnifying party is diligently defending such Third Party Claim third party claim in good faith, the Indemnitee indemnified party shall not pay, settle or compromise such Third Party Claim third party claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have The indemnified party has the right to control employ counsel separate from counsel employed by the indemnifying party in any such action and to participate therein, but the fees and expenses of such counsel will be at the indemnified party’s own expense, unless (a) the employment thereof has been specifically authorized by the indemnifying party, (b) such indemnified party will have been advised by counsel reasonably satisfactory to the indemnifying party that there may be one or more legal defenses available to it that are different from or additional to those available to the indemnifying party and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel, or (c) the indemnifying party has failed to assume the defense of such Third Party Claim or demandaction and employ counsel reasonably satisfactory to the indemnified party, at in which case the Indemnitor's own expensefees will be paid by the indemnifying party. If the Indemnitor indemnifying party assumed the defense of any claim or proceeding in accordance with this Section 8(d)(ii), the indemnifying party will be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding, with the prior written consent of such indemnified party, not to be unreasonably withheld; provided, however, that the indemnifying party is not authorized to encumber any of the assets of any indemnified party or to agree to any restriction that would apply to any indemnified party or to its conduct of business; and provided further, that a condition to any such settlement is a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. (iii) If the indemnifying party does not elect to defend such Third Party Claim third party claim or demand or does not defend such Third Party Claim third party claim or demand in good faith, the Indemnitee indemnified party shall have the right, in addition to any other right or remedy it may have hereunder, hereunder at the Indemnitor's sole cost and indemnifying party’s expense, to defend such Third Party Claim third party claim or demand. The failure of the indemnified party to notify the indemnifying party as provided herein will not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is actually prejudiced by such failure to notify. (iv) The term “Date of Notice of Claim” shall mean the date the Notice of Claim is effective pursuant to this Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. The obligations of the Seller Parties and the Purchaser under this Agreement to indemnify and save harmless the Indemnitees are, in the case of any Third Party Claim, subject to the following provisions: (a) In order for a party The Indemnitor may, at its own expense, by giving notice to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee not later than ten (a "Third Party Claim"10) (including, but not limited to, a claim asserted by a Governmental Entity), such days after the Indemnitor receives from the Indemnitee must notify the indemnifying party (the "Indemnitor") in writing notice of the Third Party Claim, promptly notify the Indemnitee on a preliminary basis, that it intends to defend such Claim subject to full review of the Third Party Claim, and the following conditions shall apply: (i) the Indemnitee will provide copies of all pleadings, notices, evidence and other materials received from the Third Party or in the Indemnitee’s possession or control in order to permit the Indemnitor to appropriately assess and respond to the Claim. The failure by the Indemnitee to give timely notice to the Indemnitor shall not relieve the Indemnitor of its obligations to indemnify hereunder (unless the Indemnitor is precluded thereby from defending the Claim) provided that the Indemnitee shall be liable to the Indemnitor for any damage, expense, liability or prejudice suffered or incurred by the Indemnitor by reason of the failure to give such prompt notice; (ii) within a reasonable time, and no later than forty-five (45) days following receipt by such the Indemnitor of the materials referred to in subclause (i), the Indemnitor will deliver to the Indemnitee of a notice (“Formal Notice”) specifying that it will or will not defend the Indemnitee in respect of the Third Party Claim and, if the Formal Notice specifies that the Indemnitor will defend the Third Party Claim, it will do so diligently at its own expense and it will appoint counsel who has not previously acted for or against the Indemnitee in circumstances that would create a conflict of interest in such counsel acting for the Indemnitee in respect of the Third Party Claim, and during the forty-five (45) days or shorter period prior to giving such Formal Notice will take reasonable steps to prevent the Indemnitee’s defence of the Third Party Claim from being assertedcompromised pending such Formal Notice; (iii) during the course of the proceedings respecting the Third Party Claim, each of the Indemnitor and the Indemnitee will provide to the other, in a timely manner, copies of pleadings, notices, evidence and other materials received from the Third Party and, upon request, will provide any documents and other materials referred to in Section 8.5(a)(i) still in its respective possession and other documents relating to the Third Party Claim or proceeding in its possession or control; (iv) the Indemnitee may at any time, at its own expense, elect to retain independent counsel and participate at its own cost in (but not control or retain counsel of record for) the defence, negotiation and settlement of the Third Party Claim; (v) the Indemnitor will not settle or compromise any Third Party Claim or consent to any order respecting the Third Party Claim unless: (A) it first obtains the written consent of the Indemnitee to such settlement, compromise or order; or (B) the terms of such settlement, compromise or order discharge and release the Indemnitee from any and all liabilities and obligations thereunder on a confidential basis and without admission of negligence or wrong doing by any Indemnitee; and (C) without charge to the Indemnitee; (vi) the Indemnitee will promptly provide the Indemnitor with reasonable assistance and authority in connection with the defence of the Third Party Claim and any related proceeding. Reasonable assistance will include making available any relevant information or documentation in the Indemnitee’s possession or control, making available the employees then employed by the Indemnitee and technical assistance provided by such employees reasonably necessary to defend the Third Party Claim, provided that failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually be responsible for and materially prejudiced as a result shall pay when invoiced by the Indemnitee all reasonable expenses associated with making information, documents or materials available and for all reasonable expenses of such failure. The Indemnitee shall furnish any employees made available to the Indemnitor in reasonable detailhereunder, which expenses will be equal to the information possessed direct out-of-pocket cost incurred by the Indemnitee in providing such assistance; (vii) except with respect the prior written consent of the Indemnitor, the Indemnitee will not make any admissions or disclose any evidence regarding same; and (viii) if the Indemnitor does not deliver a Formal Notice within the time provided in Section 8.5(a)(i) or indicates in the Formal Notice that it does intend to such defend the Indemnitee in the related Third Party Claim, the Indemnitee shall have the right, but not the obligation, to control the defence, assisted by counsel of its own choosing, negotiate and settle the Third Party Claim without the prior consent of the Indemnitor; or if the Indemnitor delivers a Formal Notice in which it agrees to defend the Third Party Claim but there are reasonable grounds for believing that there are defences or claims available to the Indemnitee that are not available to the Indemnitor, the Indemnitee shall have the right, but not the obligation, to be independently represented in the defence or settlement of the Third Party Claim. (b) The If the Indemnitor shall have thirty (30does not deliver Formal Notice within the time provided Section 8.5(a)(ii) days after or elects in the notice from the Indemnitee to notify the Indemnitee in writing of its election Formal Notice not to defend the Third Party Claim then, in the event of litigation proceeding against the Indemnitee in respect of the Third Party Claim, the Indemnitor will be entitled to monitor but shall not otherwise participate in the defence, negotiation and settlement of such litigation. (c) Subject to Section 8.5(a)(iv), the Indemnitor’s obligation to make payments to the Indemnitee under any Third Party Claim will not arise unless the Indemnitor’s liability which is the subject of the Third Party Claim is agreed in writing between the Parties or demand, on behalf is determined by the final order of a court or arbitrator binding upon the Indemnitor. (d) The determination of the Indemnitor’s liability for a Third Party Claim under this Section 8.5 shall be net of any insurance proceeds or Third Party reimbursements actually received by the Indemnitee in respect of the same facts or circumstances giving rise to the right of the Indemnitee to indemnification hereunder. (e) The Indemnitor may not assume the investigation and defence of a Third Party Claim if: (i) it relates to Taxes of the Indemnitee. If , nor may the Indemnitor elects participate in the investigation and defence of such a claim; (ii) the Indemnitor is also a party to defend such the Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate determines in good faith that joint representation would be inappropriate; (iii) the Indemnitor in fails to provide reasonable assurance to the defense Indemnitee of such its financial capacity to defend the Third Party Claim and provide indemnification with respect to the Third Party Claim; (iv) in the reasonable judgement of the Indemnitee, the estimated amount of likely loss, liability, claim damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or demand, and so long as diminution in value in connection with such claim is greater than the unused portion of the maximum liability the Indemnitor is defending liable for as set out in Section 8.1(b) or Section 8.2(b); or (v) in the reasonable judgement of the Indemnitee, such Third Party Claim in good faith, claim involves material reputational risks to the Indemnitee. (f) The Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such settle any Third Party Claim or demand, at without the consent of the Indemnitor provided that the Indemnitee has first delivered to the Indemnitor a written waiver and release of any right of the Indemnitee to be indemnified in respect of such claim and further provided that such settlement is without any Liability to the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by an indemnified party under Section 2 or 3 of notice of any Third Party Claim against it, such indemnified party will, if a party claim is to be entitled made against an indemnifying party under such section, give written notice to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out indemnifying party of or involving a claim made by any person against the Indemnitee (a "commencement of such Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must . The failure to notify the indemnifying party, however, will not relieve the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided any liability that failure it may have to give such notification shall not affect the indemnification provided hereunderany indemnified party, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result indemnifying party demonstrates that the defense of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed action is actually prejudiced by the Indemnitee with respect indemnified party's failure to give such Third Party Claimnotice. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the If any Third Party Claim referred to in Section 4(a) is made or demand, on behalf brought against an indemnified party and it gives notice to the indemnifying party of the Indemnitee. If the Indemnitor elects to defend such commencement of any Third Party Claim or demandClaim, the Indemnitee shall make available indemnifying party will be entitled to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor participate in the defense of such Third Party Claim or demandand, and so long as to the Indemnitor extent that it wishes (unless (i) the indemnifying party is defending also a party to such Third Party Claim and the indemnified party determines in good faithfaith to that joint representation would be inappropriate, or (ii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If indemnifying party fails to provide reasonable assurance to the Indemnitor elects indemnified party of its financial capacity to defend such Third Party Claim or demandand provide indemnification with respect to such Third Party Claim), the Indemnitor shall have the right to control assume the defense of such Third Party Claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Third Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 4 for any fees of other counsel or demandany other expenses with respect to the defense or investigation of such Third Party Claim, at in each case, subsequently incurred by the Indemnitor's own expenseindemnified party in connection with the defense of such Third Party Claim. If the Indemnitor does not elect to defend indemnifying party assumes the defense of a Third Party Claim, (i) it will be a rebuttable presumption for purposes of this Agreement that such Third Party Claim is within the scope of, and subject to indemnification under, this Agreement; (ii) no compromise or demand settlement of such claims may be effected by the indemnifying party without the indemnified party's consent, which consent shall not be unreasonably withheld or delayed; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of any Third Party Claim and the indemnifying party does not defend not, within ten business days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Third Party Claim, the indemnifying party will be bound by any determination made in the proceeding in which such Third Party Claim is brought, or demand in good faith, the Indemnitee shall have the right, in addition to any other right compromise or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend settlement of such Third Party Claim effected by the indemnified party. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or demandits Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third Party Claim, but the indemnifying party will not be bound by any determination of a proceeding in which such Third Party Claim is brought, or any compromise or settlement of such Third Party Claim effected without its consent (which may not be unreasonably withheld). (d) The Casden Indemnitors and AIMCO hereby consent to the non-exclusive jurisdiction of any court in which a Third-Party Claim is brought against any indemnified party for purposes of resolving issues of indemnity under this Agreement, or for the purpose of resolving any of the matters alleged herein, and agree that process may be served on them with respect to such a claim anywhere in the world. (e) XYZ shall use commercially reasonable efforts to defend and prosecute each action set forth on Section 4.6(ii) of the Casden Disclosure Letter. (f) Until and including the Closing Date, Casden shall use commercially reasonable efforts to defend and prosecute all litigation set forth on Section 4.6(i) of the Casden Disclosure Letter and shall take every step reasonably necessary to cooperate and assist in the transition of control over that litigation to AIMCO. After the Closing Date, the Casden Indemnitors shall, and XYZ shall cause Development LLC and its employees to, fully cooperate in the litigation, at AIMCO's reasonable request, by, without limitation, providing access to their employees, principals, agents or other witnesses. Any out-of-pocket expenses relating to the foregoing sentence shall be the sole responsibility of AIMCO, and AIMCO shall reimburse the appropriate Casden Indemnitor for all such expenses.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a Promptly after receipt by an indemnified party to under Section 8.2 or Section 8.3, as the case may be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"an “Indemnified Person”), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; assertion of any third-party claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify such Person under Section 8.2 or Section 8.3, as the case may be (an “Indemnifying Person”), of the assertion of such third-party claim, provided that the failure to give such notification shall notify the Indemnifying Person will not affect relieve the indemnification provided hereunderIndemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result Indemnifying Person demonstrates that the defense of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed third-party claim is prejudiced by the Indemnitee with respect Indemnified Person’s failure to give such Third Party Claimnotice. (b) The Indemnitor shall have thirty (30If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 8.7(a) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demandassertion of a third-party claim, the Indemnitee shall make available Indemnifying Person will be entitled to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor participate in the defense of such Third Party Claim or demandthird-party claim and, to the extent that the Indemnifying Person wishes (unless (i) the Indemnifying Person is also a Person against whom the third-party claim is made and so long as the Indemnitor is defending such Third Party Claim Indemnified Person determines in good faithfaith that joint representation would be inappropriate, or (ii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If Indemnifying Person fails to provide reasonable assurance to the Indemnitor elects Indemnified Person of its financial capacity to defend such Third Party Claim or demandthird-party claim and provide indemnification with respect to such third-party claim), by providing written notice thereof to the Indemnitor shall have Indemnified Person within ten (10) days of the right delivery of such notice pursuant to control Section 8.7(a), to assume the defense of such Third Party Claim third-party claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such third-party claim, the Indemnifying Person will not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Article VIII for any fees of other counsel or demandany other expenses of any Indemnified Person with respect to the defense of such third-party claim, at in each case subsequently incurred by the Indemnitor's own expenseIndemnified Person in connection with the defense of such third-party claim, other than reasonable costs of investigation. If the Indemnitor Indemnifying Person assumes the defense of a third-party claim, (x) such assumption will conclusively establish for purposes of this Agreement that the claims made in that third-party claim are within the scope of and subject to indemnification, and (y) no compromise or settlement of such third-party claims may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation of any Legal Requirement or any violation of the rights of any Person by any Indemnified Person; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and the Indemnified Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. If notice is given to an Indemnifying Person of the assertion of any third-party claim and the Indemnifying Person does not elect not, within ten (10) days after the Indemnified Person’s notice is given, give notice to defend the Indemnified Person of its election to assume the defense of such Third Party Claim third-party claim, the Indemnifying Person will be bound by any determination made in such third-party claim or demand any compromise or does not defend such Third Party Claim or demand settlement effected by the Indemnified Person. (c) Notwithstanding the foregoing, if an Indemnified Person determines in good faithfaith that there is a reasonable probability that a third-party claim may adversely affect such Indemnified Person other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnitee Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such third-party claim, but the Indemnifying Person will not be bound by any determination of any third-party claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) With respect to any third-party claim subject to indemnification under this Article VIII: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall have keep the rightother Person fully informed of the status of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the Indemnified Persons and Indemnifying Persons shall render to each other such assistance as they may reasonably require of each other and cooperate in good faith with each other in order to ensure the proper and adequate defense of any third-party claim. (e) With respect to any third-party claim subject to indemnification under this Article VIII, the Parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its reasonable best efforts, in addition to respect of any other right third-party claim in which it has assumed or remedy it may have hereunder, at has participated in the Indemnitor's sole cost and expensedefense, to defend such Third Party Claim avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any Parties hereto and counsel responsible for or demandparticipating in the defense of any third-party claim will, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a Promptly after receipt by an indemnified party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out 10.1 or 10.2 of or involving a claim made by any person against the Indemnitee written notice (a "Third Party Notice of Claim") (includingof the commencement of any action, but not limited tosuit or proceeding against it, or written threat thereof, such indemnified party shall, if a claim asserted by a Governmental Entity)is to be made against an indemnifying party under either of said Sections, such Indemnitee must notify as applicable, give notice to the indemnifying party (the "Indemnitor") in writing of the Third Party Claimcommencement of such action, promptly following receipt suit or proceeding. The indemnified party shall furnish to the indemnifying party in reasonable detail such information as the indemnified party may have with respect to such indemnification claims (including copies of any summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or assenting the same). Subject to the limitations set forth in this Section 10.6(a), no failure or delay by such Indemnitee of notice the indemnified party in the performance of the Third Party Claim being asserted; provided that failure to give such notification foregoing shall not reduce or otherwise affect the indemnification provided hereunderobligation of the indemnifying party to indemnify and hold the indemnified party harmless, except to the extent that such failure or delay will have adversely affected the Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish indemnifying party's ability to defend against, settle or satisfy any action, suit or proceeding against it, damage, loss, claim or demand for which the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect indemnified party is entitled to such Third Party Claimindemnification hereunder. (b) The Indemnitor If the claim or demand set forth in the Notice of Claim given by the indemnified party is a claim or demand asserted by a third party, the indemnifying party shall have thirty (30) 30 days after the notice from the Indemnitee Date of Notice of Claim to notify the Indemnitee indemnified party in writing of its election to defend the Third Party Claim such third-party claim or demand, demand on behalf of the Indemniteeindemnified party. If the Indemnitor indemnifying party elects to defend such Third Party Claim third-party claim or demand, the Indemnitee indemnified party shall make available to the Indemnitor indemnifying party and its agents and representatives all records and other materials that are reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim third-party claim or demand and shall otherwise cooperate with, and assist the indemnifying party in the defense of, such third-party claim or demand, and so long as the Indemnitor indemnifying party is defending such Third Party Claim third-party claim in good faith, the Indemnitee indemnified party shall not pay, settle or compromise such Third Party Claim third-party claim or demand. If the Indemnitor indemnifying party elects to defend such Third Party Claim third-party claim or demand, the Indemnitor indemnifying party shall have the right to control the defense of such Third Party Claim third-party claim or demand, at the Indemnitorindemnifying party's own expense. If the Indemnitor indemnifying party does not elect to defend such Third Party Claim third-party claim or demand or does not defend such Third Party Claim third-party claim or demand in good faith, the Indemnitee indemnified party shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim third-party claim or demand at the indemnifying party's expense. (c) In the event any indemnified party shall have a claim under Section 10.1 or 10.2 against any indemnifying party that does not involve a third party claim, the indemnified party shall deliver a notice with reasonable promptness to the indemnifying party. The failure by any indemnified party to give an indemnity notice shall not impair such party's rights hereunder except to the extent that an indemnifying party demonstrates that is has been materially prejudiced thereby. If the indemnifying party notifies the indemnified party that it does not dispute the claim described in such notice or fails to notify the indemnified party within 30 calendar days whether the indemnifying party disputes the claim described in such indemnity notice, the amount specified in the notice will be conclusively deemed a liability of the indemnifying party under Section 10.1 or 10.2 and the indemnifying party shall pay or agree to release from escrow, as the case may be, the amount of such loss to the indemnified party on demand. If the indemnifying party has timely disputed its liability with respect to such claim, the indemnifying party and the indemnified party will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiation within 30 calendar days of timely response by the indemnifying party, such dispute shall be resolved by litigation in a court of competent jurisdiction.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by a Person indemnified under Section 11.2 or 11.3 (in either case, an "Indemnified Party") of notice of the commencement of any Proceeding against it by a third party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify Indemnified Party will, if a claim is to be made against a Person required to provide indemnification under Section 11.2 or 11.3 (in either case, an "Indemnifying Party"), give notice to the indemnifying party (the "Indemnitor") in writing Indemnifying Party of the commencement of such Third Party Claim, promptly following receipt by such Indemnitee of notice of but the Third Party Claim being asserted; provided that failure to give such notification shall notify the Indemnifying Party will not affect relieve the indemnification provided hereunderIndemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result Indemnifying Party demonstrates that the defense of such failure. The Indemnitee shall furnish Third Party Claim is prejudiced by the Indemnified Party's failure to give such notice. (b) If any Third Party Claim is brought against an Indemnified Party and it gives notice to the Indemnitor in reasonable detailIndemnifying Party of the commencement of such Third Party Claim, the information possessed by Indemnifying Party will be entitled to participate in such Third Party Claim and, to the Indemnitee extent that it wishes (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (iii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee ), to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in assume the defense of such Third Party Claim or demandwith counsel satisfactory to the Indemnified Party and, and so long as after notice from the Indemnitor is defending such Third Indemnifying Party Claim in good faith, to the Indemnitee shall not pay, settle or compromise such Third Indemnified Party Claim or demand. If the Indemnitor elects of its election to defend such Third Party Claim or demand, the Indemnitor shall have the right to control assume the defense of such Third Party Claim Claim, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 11 for any fees of other counsel or demandany other expenses with respect to the defense of such Third Party Claim, at in each case subsequently incurred by the Indemnitor's own expenseIndemnified Party in connection with the defense of such Third Party Claim, other than reasonable costs of investigation; provided, that the Indemnifying Party shall be responsible for the fees and expenses of such separate co-counsel if the Indemnified Party shall determine in good faith that (i) an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate, or (ii) there is one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party. If Seller is the Indemnifying Party and it assumes the defense of a Third Party Claim, Seller will have control of all decisions and actions related to insurance providing coverage with respect to such Third Party Claim. If the Indemnitor Indemnifying Party assumes the defense of a Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the Indemnified Party will have no liability with respect to such compromise or settlement. If notice is given to an Indemnifying Party of the commencement of any Third Party Claim and the Indemnifying Party does not elect not, within ten days after the Indemnified Party's notice is given, give notice to defend the Indemnified Party of its election to assume the defense of such Third Party Claim, the Indemnifying Party will be bound by any determination made in such Third Party Claim or demand any compromise or does not defend settlement effected by the Indemnified Party. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim or demand in good faithClaim, but the Indemnitee shall have the right, in addition to Indemnifying Party will not be bound by any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such determination of a Third Party Claim so defended, or demandany compromise or settlement effected, without its consent (which may not be unreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must notify the indemnifying party (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided that that, failure to give such notification shall not affect the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 10.8.1 If an Indemnified Party shall desire to assert any claim for indemnification under this Article 10 in respect of, arising out or involving a claim or demand made by any Person (a) In order for other than a party hereto or Affiliate hereof) against the Indemnified Party (a “Third-Party Claim”), such Indemnified Party shall notify the indemnifying party of the Third-Party Claim after receipt by such Indemnified Party of notice of such Third-Party Claim; provided, however, that the failure to notify the indemnifying party of such Third-Party Claim will not relieve the indemnifying party of any liability that it may have to an Indemnified Party, except to the extent that the indemnifying party demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Party’s failure to give such notice. 10.8.2 If any Third-Party Claim is brought against an Indemnified Party and such Indemnified Party gives notice to the indemnifying party of the commencement of such Third-Party Claim, the indemnifying party will be entitled to participate in such Third-Party Claim and, to the extent that it wishes (unless (i) such Third-Party Claim involves potential conflicts of interest or substantially different defenses for the Indemnified Party and the indemnifying party, or (ii) the indemnifying party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third-Party Claim and provide indemnification under this Article 10 with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. Should the indemnifying party elect to assume the defense of such Third-Party Claim in accordance with the immediately preceding sentence and after notice from the indemnifying party to the Indemnified Party of its election to assume the defense thereof, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 10 for any fees of other counsel or any other legal expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party, in connection with the defense of such proceeding, other than reasonable costs of investigation. If the indemnifying party assumes defense of such Third-Party Claim, the Indemnified Party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in this Section 10.8.2), separate from the counsel employed by the indemnifying party. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the indemnifying party has not assumed the defense thereof and as otherwise contemplated in this Section 10.8. Whether or not the indemnifying party shall have assumed the defense of a Third-Party Claim pursuant to this Section 10.8.2, the indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge such Third-Party Claim (the “Proposed Settlement”), and the Indemnified Party shall have no liability with respect to any such Proposed Settlement, unless (i) the Indemnified Party provides its prior written consent to such Proposed Settlement, (ii) such Proposed Settlement contains an unconditional release of the Indemnified Party from all liability in respect of the related Third-Party Claim and does not contain any finding or admission of any violation of any Law or any violation of the rights of any Person and does not effect on any other claims that may be made against such Indemnified Party, (iii) the sole relief provided in such Proposed Settlement is monetary damages which are paid in full by the indemnifying party and such Proposed Settlement does not subject any Indemnified Party to any injunctive relief or other equitable remedy and (iv) such Proposed Settlement does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. 10.8.3 If an Indemnified Party shall desire to assert any claim for indemnification provided for under this Section 11 (the "Indemnitee"), Article 10 other than a claim in respect of, arising out of or involving a claim made by any person against the Indemnitee (a "Third Third-Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity), such Indemnitee must Indemnified Party shall notify the indemnifying party in writing, and in reasonable detail (taking into account the "Indemnitor") in writing information then available to such Indemnified Party), of such claim promptly after becoming aware of the Third Party Claim, promptly following receipt by existence of such Indemnitee of notice of the Third Party Claim being assertedclaim; provided that the failure to give such notification shall not affect the indemnification provided hereunder, for hereunder except to the extent the Indemnitor indemnifying party shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for Promptly after receipt by an indemnified party under Section 7.2 or 7.3 (any such indemnified party, a “Claimant”) of notice of the commencement by a third party to be entitled to of any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person Proceeding against the Indemnitee it (a "“Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity”), such Indemnitee must notify Claimant will, if a claim is to be made against an indemnifying party under such Section, promptly give notice to the indemnifying party (the "Indemnitor"“Indemnifying Party”) in writing of the commencement of such Proceeding (a “Third Party Claim Notice”). (b) If any Third Party Claim is brought against a party and such party gives Third Party Claim Notice to the Indemnifying Party of the commencement of the Proceeding forming the basis of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Indemnifying Party Claim being asserted; provided shall have the right at its own expense (if any only if, the Indemnifying Party shall have confirmed in writing that failure to give such notification shall not affect the indemnification provided hereunder, except it is fully obligated to the extent provided in this Agreement to indemnify the Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee Claimant with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend , and the Third Party Claim does not arise in connection with any criminal proceeding, action, indictment, allegation or demand, on behalf investigation) to assume control of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demandClaim, and so long as the Indemnitor Claimant shall reasonably cooperate with the indemnifying party with respect to the defense of such Third Party Claim; provided, however, that the Claimant shall be entitled to participate in any such defense with separate counsel at the expense of the Claimant if in the reasonable opinion of counsel to the indemnified parties a conflict or potential conflict exists between the indemnified parties and the indemnifying party that would make such separate representation advisable. If the Indemnifying Party declines or fails to assume the defense of the Third Party Claim on the terms provided above within thirty (30) days or, upon petition by the Claimant, the appropriate court rules that the Indemnifying Party failed or is defending failing to vigorously prosecute or defend such Third Party Claim in good faith, then the Indemnitee shall not pay, settle Claimant may employ counsel (plus one local counsel in any jurisdiction in any single Third Party Claim if the Claimant determines in its reasonable discretion such local counsel is necessary) to represent or compromise defend it in any such Third Party Claim or demandand the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and expenses of more than one counsel (plus one local counsel in any jurisdiction in any single claim if the Claimant determines in its reasonable discretion such local counsel is necessary) for all Claimants in any jurisdiction in any single Third Party Claim. If the Indemnitor Indemnifying Party elects to assume control of the defense of any Third Party Claim and diligently pursues its resolution, then (i) the Claimant shall not settle or compromise the Third Party Claim, and (ii) the Indemnifying Party shall have the power and authority to settle, compromise or consent to the entry of judgment in respect of the Third Party Claim without the consent of the Claimant if the judgment or settlement results only in the payment by the Indemnifying Party of money damages (and the Indemnifying Party pays such amount in full, subject to limitations set forth in this Article VII) and includes an unconditional release of the Claimant from any and all Liability thereunder, and, in all other events, the Indemnifying Party shall not consent to the entry of judgment or enter into any settlement in respect of a Third Party Claim without the prior written consent of the Claimant, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not elect to assume control or otherwise participate in the defense of any Third Party Claim, then the Claimant may defend through counsel of its own choosing and in such manner as it reasonably deems appropriate, but the Claimant may only settle such Third Party Claim with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or demanddelayed; provided, that the Indemnitor failure of the Claimant to obtain such consent shall have not relieve the right Indemnifying Party of any of its obligations hereunder except to control the extent that such Indemnifying Party is prejudiced by such failure. In any Third Party Claim with respect to which indemnification is being sought hereunder and in which the Claimant has assumed the defense of such Third Party Claim or demandClaim, the Indemnifying Party shall have the right to participate in such matter and to retain its own counsel at the Indemnitor's such Indemnifying Party’s own expense. If The Indemnifying Party or the Indemnitor does not elect Claimant, as the case may be, shall at all times use its reasonable efforts to defend keep the Indemnifying Party or the Claimant, as the case may be, reasonably apprised of the status of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. The Claimant shall make available to the Indemnifying Party or its Representatives all records and other materials in the Claimant’s possession or control reasonably required by them for their use in contesting or defending any Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demandClaim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to be entitled to any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out Agreement or an affiliate of or involving such a claim made by any person against the Indemnitee party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (including, but not limited to, a claim asserted by a Governmental Entityan "Indemnitor"), the Indemnitee will give such Indemnitee must notify the indemnifying party Indemnitor reasonably prompt written notice thereof (the "Indemnitor") in writing of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided that Notice"), but the failure to give such notification so notify Indemnitor shall not affect the indemnification provided hereunder, except to the extent the relieve Indemnitor shall have been actually and materially prejudiced as a result of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee its indemnity obligations with respect to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If unless the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for establishes that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as is actually prejudiced by the Indemnitor is defending Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in good faithreasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee shall not pay, settle or compromise will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim or demandassisted by counsel of its own choosing and at its own expense. If Notwithstanding the Indemnitor elects foregoing, if the named parties to defend such the Third Party Claim or demand, (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to control retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of such the Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faithClaim, the Indemnitee shall have sole control over the rightdefense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in addition to connection therewith (b) If the Indemnitor assumes the defense of the Third Party Claim, the Indemnitor shall not compromise or settle such claim without the Indemnitee's consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other right or remedy it claims that may have hereunderbe made against the Indemnitee, at (ii) the Indemnitor's sole cost relief provided is monetary damages that are paid in full by the Indemnitor and expense, to defend (iii) the settlement includes as an unconditional term a complete release of each Indemnitee from all liability in respect of such claim. (c) Each Indemnitor who assumes the defense of a Third Party Claim or demandshall use reasonable efforts to diligently defend such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for a Promptly after receipt by an indemnified party to be entitled to of notice of the assertion of any indemnification provided for under this Section 11 (the "Indemnitee"), in respect of, arising out of or involving a claim made by any person Proceeding against the Indemnitee it (a "Third “Third-Party Claim") (including, but not limited to, a claim asserted by a Governmental Entity”), such Indemnitee must indemnified party will, if a claim is to be made against an indemnifying party under this Article IX or if such Third-Party Claim could be applied against the thresholds or baskets described in Section 9.04 or Section 9.05, give written notice to the indemnifying party of the assertion of such Third-Party Claim, provided that the failure to notify the indemnifying party (the "Indemnitor") in writing will not relieve the indemnifying party of the Third Party Claim, promptly following receipt by such Indemnitee of notice of the Third Party Claim being asserted; provided any liability that failure it may have to give such notification shall not affect the indemnification provided hereunderany indemnified party, except to the extent that the Indemnitor shall have been actually and materially prejudiced as a result indemnifying party demonstrates that the defense of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed Third-Party Claim is prejudiced by the Indemnitee with respect indemnified party’s failure to give such Third Party Claimwritten notice. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third If any Third-Party Claim or demand, on behalf referred to in Section 9.07(a) is asserted against an indemnified party and the indemnified party gives written notice to the indemnifying party pursuant to Section 9.07(a) of the Indemnitee. If the Indemnitor elects to defend assertion of such Third Third-Party Claim or demandClaim, the Indemnitee shall make available indemnifying party shall, be entitled to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor participate in the defense of such Third Third-Party Claim or demandand, and so long as to the Indemnitor extent that it wishes (unless (i) the indemnifying party is defending such Third also a party against whom the Third-Party Claim is made and the indemnified party determines in good faithfaith that joint representation would be inappropriate, or (ii) the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If indemnifying party fails to provide reasonable assurance to the Indemnitor elects indemnified party of its financial capacity to defend such Third Third-Party Claim or demandand provide indemnification with respect to such Third-Party Claim), the Indemnitor shall have the right to control assume the defense of such Third Third-Party Claim with counsel reasonably satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Third-Party Claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 9.07 for any fees of other counsel or demandany other expenses with respect to the defense of such Third-Party Claim, at in each case subsequently incurred by the Indemnitor's own expenseindemnified party in connection with the defense of such Third-Party Claim. If the Indemnitor indemnifying party assumes the defense of a Third-Party Claim, (x) no compromise or settlement of such Third-Party Claims may be effected by the indemnifying party without the indemnified party’s consent (not to be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of any Law or any violation of the rights of any Person and no effect on any other Third-Party Claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; (y) the indemnified party will have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent, and (z) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. If notice is given to an indemnifying party of the assertion of any Third-Party Claim and the indemnifying party does not, within ten (10) Business Days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense of such Third-Party Claim, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party, subject to the limitations of liability and the other limits set forth in this Article IX. If Network or the Shareholders are the indemnifying parties, then the notices required in this Section 9.07 shall be given to the Shareholder Representative who shall act on behalf of the indemnifying party for purposes of this Article IX. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but the indemnifying party will not elect to defend be bound by any determination of any Third-Party Claim so defended or any compromise or settlement effected without its written consent (which may not be unreasonably withheld, conditioned or delayed). (d) Regardless of the party who defends against such Third Party Claim or demand or does not defend such Third Party Claim or demand Claim, the other party agrees to cooperate in good faith, faith with the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demanddefending party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) In order for If any Indemnified Person receives notice of the assertion or commencement of any Proceeding made or brought by any Person who is not a party Party, an Affiliate of a Party, or a 60 Representative of a Party or an Affiliate of a Party (a “Third‑Party Claim”) against such Indemnified Person with respect to be entitled which the Indemnifying Person is obligated to any provide indemnification provided for under this Agreement, the Indemnified Person shall give the Indemnifying Person prompt written notice of such Third‑Party Claim. The failure to give such prompt written notice will not, however, relieve the Indemnifying Person of its indemnification obligations, except and only to the extent that the Indemnifying Person forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Person must describe the Third‑Party Claim in reasonable detail and must indicate the estimated amount, if reasonably practicable, of the Damages that have been or could be sustained by the Indemnified Person. (b) The Indemnifying Person shall have the right to participate in, or by giving written notice to the Indemnified Person within thirty (30) days after being notified of a Third‑Party Claim by the Indemnified Person in accordance with Section 11 (the "Indemnitee"8.6(i), in respect of, arising out to assume the defense of or involving a claim made such Third‑Party Claim at the Indemnifying Person’s expense and by any person against the Indemnitee Indemnifying Person’s own counsel (a "Third Party Claim") (including, but not limited to, a claim asserted by a Governmental Entitysuch counsel must be reasonably acceptable to the Indemnified Person), and the Indemnified Person shall cooperate in good faith in such Indemnitee must defense. The Indemnified Person shall have the right, at its own cost and expense, to participate in the defense of any Third‑Party Claim with counsel selected by the Indemnified Person subject to the Indemnifying Person’s right to control the defense thereof and, in any event, the Indemnifying Person shall keep the Indemnified Person fully apprised as to the status of such defense. If the Indemnifying Person elects not to assume the defense of such Third‑Party Claim or fails to timely notify the indemnifying party (the "Indemnitor") Indemnified Person in writing of the Indemnifying Person’s election to assume the defense of such Third‑Party Claim as provided in this Agreement, the Indemnified Person shall be entitled to, subject to Section 8.6(iv), pay, compromise and defend such Third‑Party Claim and seek indemnification for any and all Damages based upon, arising out of, with respect to or by reason of such Third‑Party Claim. Parent and the Securityholder Representative shall cooperate with each other in all reasonable respects in connection with the defense of any Third‑Party Claim, including making available records relating to such Third‑Party Claim (to the extent permitted by applicable Legal Requirements) and making available, without expense (other than reimbursement of actual out‑of‑pocket expenses) to the defending Party, management employees of the non‑defending Party in such a manner as not to unreasonably interfere with the normal operations of the non‑defending Party, as may be reasonably necessary for the preparation of the defense of such Third‑Party Claim. (c) Notwithstanding anything in this Agreement to the contrary, if (i) the Indemnifying Person is given notice of a Third‑Party Claim in compliance with Section 8.6(i) and fails to notify the Indemnified Person of the Indemnifying Person’s election to defend such Third‑Party Claim within the time prescribed in Section 8.6(ii), (ii) the claim for indemnification is based upon, arises out of, is with respect to or is by reason of any criminal or quasi‑criminal Proceeding, (iii) the relief sought in connection with the Third‑Party Claim is not solely monetary Damages, (iv) the Indemnified Person reasonably concludes, based upon advice of counsel, that either a conflict exists between the Indemnifying Person and the Indemnified Person in connection with the defense of the Third‑Party Claim or there are legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person, (v) Parent, if acting as the Indemnified Person, reasonably concludes that the Damages relating to such Third‑Party Claim could exceed the then current balance of the Escrow Fund, (vi) the Third‑Party Claim is asserted directly by or on behalf of a Person that is a material customer, supplier, distributor, lessor, licensor, licensee or creditor of the Indemnified Person, or (vii) the defense of the Third‑Party Claim is not instituted and is not continuously maintained in good faith by the Indemnifying Person, then, in any such case, the Indemnified Person is entitled to assume the defense of such Third‑Party Claim and assert a claim against the Indemnifying Person for indemnification with respect to such Third‑Party Claim pursuant to the terms of this Article VIII, with the reasonable costs and expenses of such defense to be included in the amount of Damages sought pursuant to such indemnification. The Indemnifying Person shall cooperate in good faith with the Indemnified Person with respect to the transfer of the defense of such Third‑Party Claim from the Indemnifying Person to the Indemnified Person in accordance with this Section 8.6(iii). (d) Notwithstanding anything in this Agreement to the contrary, the Indemnifying Person shall not enter into a settlement of any Third‑Party Claim without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld, conditioned or delayed), except as provided in this Section 8.6(iv). If a firm offer is made to settle a Third‑Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person from all Liabilities in connection with such Third‑Party Claim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnified Person fails to consent in writing to such firm offer within fifteen (15) days after the Indemnified Person’s receipt of such notice, the Indemnified Person shall be entitled to continue to contest or defend such Third‑Party Claim and in such event, the maximum Liability of the Indemnifying Person as to such Third‑Party Claim is not to exceed the amount of such settlement offer. If the Indemnified Person fails to consent to such firm offer and also fails to timely assume defense of such Third‑Party Claim, the Indemnifying Person shall be entitled to settle the Third‑Party Claim upon the terms set forth in such firm offer to settle such Third‑Party Claim. If the Indemnified Person has assumed the defense of any Third‑Party Claim pursuant to Section 8.6(ii) or Section 8.6(iii), the Indemnified Person shall have the right to conduct such defense, and to compromise and settle in good faith any such Third‑Party Claim. If the Indemnifying Person consents to the compromise or settlement of any such Third‑Party Claim, then such Indemnifying Person shall be bound by any ultimate judgment or settlement as to the existence and the amount of such Third Party Claim and the amount of said judgment or settlement (including the costs and expenses of defending such Third Party Claim); provided, promptly following receipt by such Indemnitee of notice however, that except with the prior written consent of the Third Party Indemnifying Person, no settlement of any such Third‑Party Claim being asserted; provided shall be solely determinative that failure such Third‑Party Claim is covered by indemnification hereunder or as to give such notification shall not affect the amount of Damages the Indemnified Person is entitled to recover pursuant to the indemnification provided hereunder, except to the extent the Indemnitor shall have been actually and materially prejudiced as a result provisions of such failure. The Indemnitee shall furnish to the Indemnitor in reasonable detail, the information possessed by the Indemnitee with respect this Article VIII relating to such Third Party Claim. (b) The Indemnitor shall have thirty (30) days after the notice from the Indemnitee to notify the Indemnitee in writing of its election to defend the Third Party Claim or demand, on behalf of the Indemnitee. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitee shall make available to the Indemnitor all materials reasonably required for that purpose and the Indemnitee shall otherwise assist and cooperate the Indemnitor in the defense of such Third Party Claim or demand, and so long as the Indemnitor is defending such Third Party Claim in good faith, the Indemnitee shall not pay, settle or compromise such Third Party Claim or demand. If the Indemnitor elects to defend such Third Party Claim or demand, the Indemnitor shall have the right to control the defense of such Third Party Claim or demand, at the Indemnitor's own expense. If the Indemnitor does not elect to defend such Third Party Claim or demand or does not defend such Third Party Claim or demand in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's sole cost and expense, to defend such Third Party Claim or demand.