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

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Person entitled to indemnification under Section 11.2 or Section 11.3 (an "Indemnified Person") of notice of the commencement of any Third-Party claim against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement of such Third-Party Claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such action is prejudiced by the Indemnifying Person's failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: (i) the Indemnifying Person will, unless the claim involves Taxes, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (A) 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 (B) 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-Party Claim), to assume the defense of such 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, as long as it diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 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 Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. (ii) If the Indemnifying Person assumes the defense of a Third-Party Claim, (A) such assumption will 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, and (B) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (1) 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 Person, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) 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 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 may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, 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 a Third-Party Claim so defended or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Person entitled to Any party claiming indemnification under this Section 11.2 or Section 11.3 (12 is referred to in this Agreement as an "Indemnified Person" and any party against whom such claims are asserted under this Section 12 is referred to in this Agreement as an "Indemnifying Person." (b) Within 15 days after receipt of notice of the commencement of any Third-Party action by any third party evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim against itby a third party, such the Indemnified Person shall give the Indemnifying Person written notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement thereof, together with a copy of such Third-Party Claimclaim, but the process or other legal pleading. The failure to so notify the Indemnifying Person within the above time frame will not relieve the Indemnifying Person of any liability that it may have to any the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such action is unduly prejudiced by the Indemnifying Indemnified Person's failure to give such notice, or except if such notice is not delivered before the Expiration Date. The Indemnifying Person shall have the right to undertake and control the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (bc) If an Indemnified Person gives notice to the Indemnifying Person pursuant Person, by the earlier to Section 11.5(a) occur of the assertion 30th day after receipt of a Third-Party Claim: (i) notice of any such claim or, by the Indemnifying Person will10th day immediately preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim, unless the claim involves Taxes, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (A) 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 (B) 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-Party Claim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to has not notified the Indemnified Person of its election to assume the defense of defend against such Third-Party Claimclaim, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 for any fees of other counsel or any other expenses with respect shall have the right to undertake the defense of such Third-Party Claimdefense, 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. (ii) If the Indemnifying Person assumes the defense of a Third-Party Claim, (A) such assumption will 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, and (B) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (1) 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 Person, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person claim through counsel of its election to assume choice on behalf of and for the defense account and risk 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 may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume at the exclusive cost and expense of the Indemnifying Person. In such event, the Indemnifying Party and its counsel shall have the right to defendbe present at the negotiation, compromisedefense and settlement of such action or claim, and any settlement or settle compromise of any such Third-Party Claim, but action or claim shall be subject to the approval of the Indemnifying Person will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its Consent (Party, which may approval shall not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (ai) Promptly after receipt by a an Investor Indemnified Person entitled to indemnification under Section 11.2 or Section 11.3 (an "Indemnified Person") of notice of the commencement of any Third-Party claim Proceeding against it, such Investor Indemnified Person shall will, if a claim is to be made against the Company, give notice to the Company of the commencement of such claim. The failure of an Investor Indemnified Person obligated to indemnify under such Section provide notice as specified in the preceding sentence will not relieve the Company (an herein, the "Indemnifying Person") of the commencement of such Third-Party Claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it they may have to any Investor Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such action is prejudiced by the Indemnifying Investor Indemnified Person's failure to give such notice. (bii) If any Proceeding referred to in Section 7(e)(i) is brought against an Investor Indemnified Person and it gives notice to the Indemnifying Person pursuant to Section 11.5(a) as provided therein of the assertion commencement of a Third-Party Claim: (i) such Proceeding, the Indemnifying Person will, unless the claim involves Taxes, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (A) the Indemnifying Person also is also a Person against whom the Third-Party Claim is made party to such Proceeding and the Investor Indemnified Person determines in good faith that joint representation would be inappropriate, ; or (B) the Indemnifying Person fails to provide reasonable assurance to the Investor Indemnified Person of its financial capacity to defend such Third-Party Claim Proceeding and provide indemnification with respect to such Third-Party ClaimProceeding), to assume the defense of such Third-Party Claim Proceeding with counsel reasonably satisfactory to the Investor Indemnified Person. After Person and, after notice from the Indemnifying Person to the Investor Indemnified Person of its the Indemnifying Person's election to assume the defense of such Third-Party ClaimProceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Investor Indemnified Person under this ARTICLE 11 Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party ClaimProceeding, in each case subsequently incurred by the Investor Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. (ii) Proceeding. If the Indemnifying Person assumes the defense of a Third-Party ClaimProceeding, (A) such assumption will 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, and (BI) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Investor Indemnified Person's Consent consent unless (1x) 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 Investor Indemnified Person, ; and (2y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3II) the Investor Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) consent. If notice is given to an the Indemnifying Person of the assertion commencement of any Third-Party Claim Proceeding and the Indemnifying Person does not, within ten (10) days after the Investor Indemnified Person's notice is given, give notice to the Investor Indemnified Person of its election to assume the defense of such Third-Party ClaimProceeding, the Indemnifying Person will be bound by any determination made in such Third-Party Claim or Proceeding or, with the consent of the Indemnifying Person (which will not be unreasonably withheld), any compromise or settlement effected by the Investor Indemnified Person. (ciii) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim Proceeding may adversely affect it or its Related Persons affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party ClaimProceeding, but the Indemnifying Person will not be bound by any determination of a Third-Party Claim Proceeding so defended or any compromise or settlement effected without its Consent consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Person entitled to indemnification under Section 11.2 or Section 11.3 (an "Representor Indemnified Person", BCH Indemnified Person or ABS Indemnified Person (collectively, “Indemnified Persons”) of notice of any Claim in respect of which indemnification may be sought under this Agreement, the commencement of any Third-Party claim against it, such Indemnified Person shall give shall, if a claim is to be made against an indemnifying person under this Article 14 (an “Indemnifying Person”), given written notice to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement of such Third-Party Claim, but together with the details and particulars of such Claim. The failure to notify the Indemnifying Person will shall not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense defence of such action is materially prejudiced by the Indemnifying Indemnified Person's ’s failure to give such notice. (b) If any proceeding as a result of a Claim referred to in Section 14.5(a) (“Proceeding”) is brought against an Indemnified Person and it gives notice to the Indemnifying Person pursuant to Section 11.5(a) of the assertion commencement of a Third-Party Claim: (i) the Proceeding, the Indemnifying Person willshall, unless the claim Claim involves Taxestaxes, be entitled to participate in the defense of such Third-Party Claim and, to Proceeding. To the extent that the Indemnifying Person wishes to assume the defence of the Proceeding with counsel satisfactory to the Indemnified Person, acting reasonably, it wishes may do so provided it reimburses the Indemnified Person for all of its out-of-pocket expenses arising prior to or in connection with such assumption. Notwithstanding the foregoing, the Indemnifying Person may not assume the defence of the Proceeding if: (unless (Ai) the Indemnifying Person is also a Person against whom party to the Third-Party Claim is made Proceeding and the Indemnified Person determines in good faith faith, and upon the written advice of counsel, that joint representation would be inappropriate, ; or (Bii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim the Proceeding and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified PersonProceeding. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense defence of such Third-Party Claimthe Proceeding, the Indemnifying Person will shall not, as long as it diligently conducts such defensedefence, be liable to the Indemnified Person under this ARTICLE 11 Section 14.5 for any fees of other counsel or any other expenses with respect to the defense defence of such Third-Party Claimthe Proceeding, in each case subsequently incurred by the Indemnified Person in connection with the defense defence of such Third-Party Claimthe Proceeding, other than reasonable costs of investigation. (ii) investigation approved in advance by the Indemnifying Person acting reasonably. If the Indemnifying Person assumes the defense defence of a Third-Party Claim, Proceeding: (Ai) such assumption will it shall be conclusively established for the purposes of this Agreement that the claims Claims and Damages made in that Third-Party Claim Proceeding are within the scope of of, and subject to indemnificationto, indemnification under this Agreement; and (Bii) no compromise or settlement of such claims may be effected made by the Indemnifying Person without the Indemnified Person's Consent unless ’s consent (1) there which consent 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 not to be made against the Indemnified Person, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) unreasonably withheld). If notice is given to an Indemnifying Person of the assertion commencement of any Third-Party Claim Proceeding and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is givenreceipt of such notice, give notice to the Indemnified Person of its election to assume the defense defence of such Third-Party Claimthe Proceeding, the Indemnifying Person will shall be bound by any determination made in such Third-Party Claim the Proceeding or any compromise or settlement effected by the Indemnified Person. (c) Notwithstanding Where the foregoing, if an Indemnified Person determines in good faith that there defence of a Proceeding is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementbeing undertaken and controlled by the Indemnifying Person, the Indemnified Person mayshall use all reasonable efforts to make available to the Indemnifying Person those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Person in evaluating and defending any such Claims and Damages. However, the Indemnifying Person shall be responsible for the expense associated with any employees made available by notice the Indemnified Person to the Indemnifying Person pursuant to this Section 14.5(c), which expense shall be equal to an amount to be mutually agreed upon per person per hour or per day for each day or portion thereof that the employees are assisting the Indemnifying Person, assume and which expenses shall not exceed the exclusive right actual cost to defend, compromise, or settle such Third-Party Claim, but the Indemnifying Indemnified Person will not 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)associated with the employees. (d) Notwithstanding With respect to any Proceeding, the provisions of Section 13.8, Sellers hereby consent Indemnified Person shall make available to the nonexclusive jurisdiction Indemnifying Person or its representatives on a timely basis all documents, records and other materials in the possession of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer the Indemnified Person, at the expense of the Indemnifying Person, reasonably required by the Indemnifying Person for purposes of its use in defending any claim that such Claim and shall otherwise co-operate on a Buyer Indemnified timely basis with the Indemnifying Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the worlddefence of such claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly Within 15 days after receipt of notice of commencement of any action by any third party evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a Person third party, the party entitled to indemnification under Section 11.2 or Section 11.3 hereunder (an "Indemnified Person") of notice of the commencement of any Third-Party claim against it, such Indemnified Person shall give notice to the Person party obligated to indemnify provide indemnification under such Section 8.2 or 8.3 hereof (an the "Indemnifying Person") of the commencement written notice thereof, together with a copy of such Third-Party Claimclaim, but the process or other legal pleading. The failure to so notify the Indemnifying Person within the above time frame will not relieve the Indemnifying Person of any liability that it may have to any the Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such action is unduly prejudiced by the Indemnifying Indemnified Person's failure to give such notice, or except if such notice is not delivered before the Expiration Date. The Indemnifying Person shall have the right to undertake the defense, settlement, compromise or other disposition thereof at its own expense and through a legal representative of its own choosing. The Indemnified Person and its counsel shall have the right to be present at the negotiation, defense and settlement of such action or claim, and any settlement or compromise of any such action or claim shall be subject to the approval of the Indemnified Person, which approval shall not be unreasonably withheld. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant Person, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day immediately preceding the day on which an answer or other pleading must be served in order to Section 11.5(a) prevent judgment by default in favor of the assertion of a Third-Party Claim: (i) the Indemnifying Person will, unless the claim involves Taxes, be entitled to participate in the defense of person asserting such Third-Party Claim and, to the extent that it wishes (unless (A) 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 (B) 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-Party Claimclaim), to assume the defense of such Third-Party Claim with counsel satisfactory to the Indemnified Person. After notice from the Indemnifying Person to has not notified the Indemnified Person of its election to assume the defense of defend against such Third-Party Claimclaim, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 for any fees of other counsel or any other expenses with respect shall have the right to undertake the defense of such Third-Party Claimdefense, 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. (ii) If the Indemnifying Person assumes the defense of a Third-Party Claim, (A) such assumption will 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, and (B) no compromise or settlement of such claims may be effected by the Indemnifying Person without the Indemnified Person's Consent unless (1) 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 Person, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) days after the Indemnified Person's notice is given, give notice to the Indemnified Person claim through counsel of its election to assume choice on behalf of and for the defense account and risk 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 may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume at the exclusive cost and expense of the Indemnifying Person. In such event, the Indemnifying Party and its counsel shall have the right to defendbe present at the negotiation, compromisedefense and settlement of such action or claim, and any settlement or settle compromise of any such Third-Party Claim, but action or claim shall be subject to the approval of the Indemnifying Person will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its Consent (Person, which may approval shall not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Purchaser Indemnified Person entitled to indemnification or a Seller Indemnified Person, as the case may be, under Section 11.2 9.2 or Section 11.3 (an "Indemnified Person") 9.3, of notice of the commencement of any Third-Party claim Proceeding against it, such Purchaser Indemnified Person shall or a Seller Indemnified Person, as the case may be, will, if a claim is to be made against a Purchaser Indemnifying Person or a Seller Indemnifying Person, as the case may be, under such Section, give notice to the a Purchaser Indemnifying Person obligated to indemnify under such Section (an "or Seller Indemnifying Person") , as the case may be, of the commencement of such Third-Party Claimclaim, but the failure to notify the a Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will not relieve the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, of any liability that it may have to any Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, except to the extent that that, and only to the extent that, a Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, demonstrates that the defense of such action is prejudiced by the Indemnifying Personindemnifying party's failure to give such notice. (b) If an any Proceeding referred to in Section 9.7(a) is brought against Purchaser Indemnified Person or a Seller Indemnified Person, as the case may be, and it gives notice to the Purchaser Indemnifying Person pursuant to Section 11.5(a) or a Seller Indemnifying Person, as the case may be, of the assertion commencement of a Third-Party Claim: (i) such Proceeding, the Purchaser Indemnifying Person willor Seller Indemnifying Person, unless as the claim involves Taxescase may be, will be entitled to participate in the defense of such Third-Party Claim Proceeding and, to the extent that it wishes (unless (Ai) the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, is also a Person against whom the Third-Party Claim is made party to such Proceeding and the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, determines in good faith that joint representation would be inappropriate, or (Bii) the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, fails to provide reasonable assurance to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, of its financial capacity to defend such Third-Party Claim Proceeding and provide indemnification with respect to such Third-Party ClaimProceeding), to assume the defense of such Third-Party Claim Proceeding with counsel satisfactory to the Purchaser Indemnified Person or Seller Indemnified Person. After , as the case may be, and, after notice from the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, of its election to assume the defense of such Third-Party ClaimProceeding, the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will not, as long as it diligently conducts such defense, be liable to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, under this ARTICLE 11 Section 9 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party ClaimProceeding, in each case subsequently incurred by the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, in connection with the defense of such Third-Party ClaimProceeding, other than reasonable costs of investigation. (ii) . If the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, assumes the defense of a Third-Party ClaimProceeding, (Ai) such assumption 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, and ; (Bii) no compromise or settlement of such claims may be effected by the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, without the Purchaser Indemnified Person's Consent or Seller Indemnified Person's, as the case may be, consent, unless (1A) 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 Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, and (2B) the sole relief provided is monetary damages that are paid in full by the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be; and (3iii) the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) consent. If notice is given to an a Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, of the assertion commencement of any Third-Party Claim Proceeding and the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, does not, within ten (10) days after the Purchaser Indemnified Person's or Seller Indemnified Person's, as the case may be, notice is given, give notice to the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, of its election to assume the defense of such Third-Party ClaimProceeding, the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will be bound by any determination made in such Third-Party Claim Proceeding or any compromise or settlement effected by the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be. (c) Notwithstanding the foregoing, if an a Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, determines in good faith that there is a reasonable probability that a Third-Party Claim Proceeding may adversely affect it or its Related Persons affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Purchaser Indemnified Person or Seller Indemnified Person, as the case may be, may, by notice to the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, assume the exclusive right to defend, compromise, or settle such Third-Party ClaimProceeding, but the Purchaser Indemnifying Person or Seller Indemnifying Person, as the case may be, will not be bound by any determination of a Third-Party Claim Proceeding so defended or any compromise or settlement effected without its Consent consent (which may not be unreasonably withheld). (d) Notwithstanding The Company (prior to Closing), the provisions of Section 13.8Purchaser (prior to Closing), Sellers ▇▇▇▇▇▇▇, the Shareholder Trust, the Surviving Corporation, and the Parent hereby consent to the nonexclusive non-exclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Purchaser Indemnified Person or Seller Indemnified Persons, as the case may be, for purposes of any claim that a Buyer Purchaser Indemnified Person or Seller Indemnified Persons, as the case may be, may have under this Agreement with respect to such proceeding Proceeding or the matters alleged therein, and agree that process may be served on Sellers such Persons with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Person entitled to indemnification an indemnified person under Section 11.2 8.1 or Section 11.3 8.2 hereof (an "Indemnified Person") of notice of the commencement assertion of any Thirdthird-Party party claim against it, such Indemnified Person shall give notice in respect of which the Indemnified Person desires to the Person obligated to indemnify under such Section seek indemnification from an indemnifying person (an "Indemnifying Person") pursuant to the terms of this Article VIII, (i) in the case of any claim brought against any Parent Indemnified Person, the Parent shall give written notice of the commencement assertion of such Thirdthird-Party Claimparty claim to (A) the Company, but in the case such notice is delivered prior to the Closing or following the termination of this Agreement, or (B) the Shareholder Representative, in the case such notice is delivered on or after the Closing, and (ii) in the case of any claim brought against any Company Indemnified Person, the Company (in the event such notice is delivered prior to the Closing or following the termination of this Agreement) or the Shareholder Representative (in the event such notice is delivered on or after the Closing) shall give written notice to the Parent of the assertion of such third-party claim (any such indemnification notice, an "Indemnification Notice"; the recipient of such notice pursuant to clauses (i) or (ii) above, the "Indemnifying Person Representative") of the assertion of such third-party claim; provided, however, that the failure to notify the Indemnifying Person Representative will not relieve the any Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such action third-party claim is actually and materially prejudiced by the Indemnifying Indemnified Person's failure to give such notice. (b) If an Indemnified Person gives notice provides an Indemnification Notice to the Indemnifying Person pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: (i) Representative, the Indemnifying Person will, unless the claim involves Taxes, Representative will be entitled to participate in the defense of such Thirdthird-Party Claim party claim and, to the extent that it wishes the Indemnifying Person Representative wishes, by providing written notice thereof to the Indemnified Person within ten (unless 10) Business Days of the delivery of the Indemnification Notice to the Indemnified Person Representative, to assume the defense of such third-party claim with counsel reasonably satisfactory to the Indemnified Person; provided, however, that the Indemnifying Person Representative will not have the right to assume the defense of such third-party claim in the event (Ax) (i) the third-party claim relates to or arises in connection with any alleged criminal liability of the Indemnified Person, or (ii) the Indemnifying Person is also a Person against whom the Thirdthird-Party Claim party claim is made and the Indemnified Person reasonably determines in good faith that joint representation would be inappropriate, or and (By) the Indemnified Person notifies the Indemnifying Person fails to provide reasonable assurance to Representative in the Indemnification Notice that the facts described in clauses (i) or (ii) above are applicable and that the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), is electing to assume the defense of such Thirdthird-Party Claim with counsel satisfactory to the Indemnified Person. party claim. (c) After notice from the Indemnifying Person Representative to the Indemnified Person of its election to assume the defense of such Thirdthird-Party Claimparty claim pursuant to Section 8.6(b) hereof, the Indemnifying Person will not, as so long as it the Indemnifying Person Representative diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 Article VIII for any fees of other counsel or any other expenses of the Indemnified Persons with respect to the defense of such Thirdthird-Party Claimparty claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Thirdthird-Party Claim, other than reasonable costs of investigation. (ii) party claim. If the Indemnifying Person Representative assumes the defense of a Thirdthird-Party Claimparty claim, (A) such assumption will 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, and (B) no compromise or settlement of such third-party claims may be effected by the Indemnifying Person Representative without the Indemnified Person's Consent written consent (which may not be unreasonably withheld, conditioned or delayed) unless (1x) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any other Person and no effect on by any other claims that may be made against the Indemnified Person, and (2y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its Consentconsent and (z) the Indemnified Person is unconditionally released from any liability arising from such third party claim. (iiid) If (i) notice is given to an the Indemnifying Person Representative of the assertion of any Thirdthird-Party Claim party claim and the Indemnifying Person Representative does not, within ten (10) days Business Days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Thirdthird-Party Claimparty claim pursuant to Section 8.6(b) hereof, or (ii) the Indemnifying Indemnified Person will be bound by any determination made elects to assume the defense of such third-party claim in such Third-Party Claim or any the Indemnification Notice in accordance with Section 8.6(b) hereof, no compromise or settlement of such third-party claim may be 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 adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but without the Indemnifying Person will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its Consent Representative's written consent (which may not be unreasonably withheld), conditioned or delayed) unless (x) there is no finding or admission of any violation of Legal Requirements or the rights of any other Person by any Indemnifying Person, (y) the sole relief provided is monetary damages that are paid in full by the Indemnified Person, and the Indemnifying Persons will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent and (z) the Indemnified Person is unconditionally released from any liability arising from such third party claim. (de) Notwithstanding With respect to any third-party claim subject to indemnification under this Article VIII: (i) both the provisions Indemnified Person and the Indemnifying Person Representative, as the case may be, shall keep the other Person fully informed in all material respects of Section 13.8the status of such third-party claim and any related claims, Sellers hereby consent actions, suits proceedings (including, without limitation, arbitration or alternative dispute resolution proceedings) or investigations by or before, or otherwise involving, any Governmental Entity 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 Article VIII, the parties shall cooperate in such a manner as to preserve in full (to the nonexclusive jurisdiction 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 commercially reasonable efforts, in respect of any court third-party claim in which it has assumed or has participated in the defense, to 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 participating 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. (g) Anything to the contrary in this Article VIII notwithstanding, the Company Indemnified Persons shall be entitled to control the defense of any third-party claim relating to or arising in connection with any Taxes of the Company or any Subsidiary that are brought by a Proceeding respecting third-party prior to the termination of the Escrow Agreement and for which the Company Indemnified Persons have an obligation to indemnify the Parent Indemnified Persons pursuant to Section 8.1 hereof and shall be entitled to settle, compromise or otherwise resolve such third-party claims, provided that such settlement, compromise or resolution shall be subject to the written consent (which consent shall not be unreasonably withheld) of the Parent Indemnified Persons if such settlement, compromise or resolution would reasonably be expected to increase the Taxes of the Company or any Subsidiary for any period beginning after the Closing Date; provided, however, that all third-party claims relating to arising in connection with Taxes of the Company or any Subsidiary for a Third-Party Claim is brought against any Buyer Indemnified Person for Straddle Period shall be governed by Sections 8.6(a) - (f) hereof. For purposes of this Section 8.6(g), "Straddle Period" shall mean any claim that a Buyer Indemnified Person may have under this Agreement with respect taxable period beginning on or prior to such proceeding or and ending after the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the worldClosing Date.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after Within fifteen (15) days following receipt by a Person entitled to indemnification under Section 11.2 any of the Buyer Indemnified Persons or Section 11.3 the Seller Indemnified Persons as the case may be (an "respectively, the “Indemnified Person"Persons”) of notice of the commencement of any Third-Party claim proceeding against it, such Indemnified Person shall will, if a claim is to be made against the other Party (the “Indemnifying Person”), give notice to the Indemnifying Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement of such Third-Party Claimproceeding, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified PersonPersons, except to the extent that the Indemnifying Person demonstrates that the defense of such action is prejudiced by the Indemnifying Person's Indemnified Persons’ failure to give such notice. (b) If an any proceeding referred to in Section 9.06(a) is brought against any Indemnified Person gives notice to Persons, the Indemnifying Person pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: (i) the Indemnifying Person will, unless the claim involves Taxes, will be entitled to participate in the defense of such Third-Party Claim proceeding and, to the extent that it wishes (unless (Ai) the Indemnifying Person is also a Person against whom the Third-Party Claim is made party to such proceeding and the Indemnified Person determines Persons determine in good faith that joint representation would be inappropriate, or (Bii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person Persons of its financial capacity to defend such Third-Party Claim proceeding and provide indemnification with respect to such Third-Party Claimproceeding), to assume the defense of such Third-Party Claim proceeding with counsel reasonably satisfactory to the Indemnified Person. After Persons and, after notice from the Indemnifying Person to the Indemnified Person Persons of its election to assume the defense of such Third-Party Claimproceeding, the Indemnifying Person will not, as long as it diligently conducts such defense, be liable to the Indemnified Person Persons under this ARTICLE 11 Article 9 for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claimproceeding, in each case subsequently incurred by the Indemnified Person Persons in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. (ii) proceeding. If the Indemnifying Person assumes the defense of a Third-Party Claimproceeding, (A) such assumption will conclusively established for purposes no compromise or settlement of this Agreement that the any claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (B) no compromise or settlement proceeding of such claims may be effected by the Indemnifying Person without the Indemnified Person's Consent Persons’ consent (which shall not be unreasonably withheld) unless (1A) there is no finding or admission by the Indemnified Persons of any violation of applicable 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 PersonPersons, and (2B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3) . If the Indemnifying Person fails to defend against a proceeding, subject to the limitations set forth in this Article 9, the Indemnified Person will have no liability with respect Persons may assume control of the defense and if the Indemnified Persons shall undertake at any time to any compromise or settlement of such claims effected without its Consent. (iii) If notice is given to an proceeding, it shall promptly notify the Indemnifying Person of the assertion of any Third-Party Claim its intention to do so and shall obtain the Indemnifying Person does notPerson’s prior written consent to any final compromise or settlement, within ten (10) days after the Indemnified Person's notice is given, give notice which consent shall not be unreasonably withheld or delayed. The Parties shall provide reasonable cooperation to the Indemnified Person of its election to assume each other in the defense of any 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 Personclaim. (c) Notwithstanding the foregoing, if an any Indemnified Person Persons determines in good faith that there is a reasonable probability that a Third-Party Claim proceeding may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person Persons may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claimproceeding, but the Indemnifying Person will not be bound by any determination of a Third-Party Claim proceeding so defended or any compromise or settlement effected without its Consent consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers The Parties hereby consent to the nonexclusive non-exclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim proceeding is brought against any Buyer Indemnified Person Persons for purposes of any claim that a Buyer any Indemnified Person Persons may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a If any Indemnified Person entitled to indemnification under Section 11.2 or Section 11.3 (an "Indemnified Person") of receives notice of the assertion or commencement of any Proceeding made or brought by or on behalf of any Person who is not a Party or an Affiliate of a Party (a “Third-Party claim Claim”) against itsuch Indemnified Person with respect to which the Indemnifying Person is obligated to provide indemnification under this Agreement, then such Indemnified Person shall give the Indemnifying Person prompt written notice to the Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement of such Third-Party Claim, but Claim in the form of a Claim Notice. The failure to notify the Indemnifying Person give such prompt written Claim Notice will not not, however, relieve the Indemnifying Person of any liability that it may have to any Indemnified the Indemnifying Person’s indemnification obligations, except and only to the extent that the Indemnifying Person demonstrates that the defense is materially prejudiced by reason of such action is prejudiced by the Indemnifying Person's failure to give such noticefailure. (b) If an Indemnified The Indemnifying Person gives shall have the right to participate in or, by giving written notice to the Indemnifying Indemnified Person pursuant to Section 11.5(awithin thirty (30) of the assertion days after being notified of a Third-Party Claim: (i) the Indemnifying Person will, unless the claim involves Taxes, be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (A) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and by the Indemnified Person determines in good faith that joint representation would be inappropriate, or (Baccordance with Section 6.6(a) and unconditionally and irrevocably acknowledging in writing the Indemnifying Person fails to provide reasonable assurance Person’s indemnification obligations to the Indemnified Person 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 at the Indemnifying Person’s expense and by the Indemnifying Person’s own counsel satisfactory (such counsel must be reasonably acceptable to the Indemnified Person), and the Indemnified Person shall cooperate in good faith in such defense. After notice from If the Indemnifying Person to assumes the defense of such Third-Party Claim in accordance with the immediately preceding sentence, then the Indemnified Person shall have the right, at the Indemnified Person’s own cost and expense, to participate in the defense of its 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 Indemnified Person in writing of the Indemnifying Person’s election to assume the defense of such Third-Party Claim, Claim within the time period prescribed in this Section 6.6(b) or fails to unconditionally and irrevocably acknowledge in writing the Indemnifying Person will not, as long as it diligently conducts such defense, be liable Person’s indemnification obligations to the Indemnified Person under this ARTICLE 11 for any fees of other counsel or any other expenses with respect to such Third-Party Claim, then the defense Indemnified Person, subject to Section 6.6(d), shall be entitled to 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, in accordance with the limitations and conditions of this Article VI. Buyer, on the one hand, and the Securityholders and the Securityholder Representative, on the other hand, shall cooperate with each case subsequently incurred by the Indemnified Person other in all reasonable respects in connection with the defense of any Third-Party Claim. Notwithstanding the foregoing sentence, no Party will be required to disclose, or cause the disclosure of, any information to another Party if such disclosure would, in the reasonable opinion of legal counsel to such first Party, (i) constitute a waiver of any legal privilege or (ii) contravene any applicable Legal Requirement or binding Contract; provided, that such first Party shall promptly inform such other Party to the extent information is excluded pursuant to this sentence, and such first Party shall use commercially reasonable efforts to provide such other Party with the maximum amount of information reasonably requested, including providing such information subject to the attorney-client privilege under joint defense privilege or seeking waiver of any applicable confidentiality restrictions. In furtherance of the foregoing, with respect to any Third-Party Claim, other than reasonable costs the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of investigation. (ii) If the Indemnifying Person assumes the defense of a Third-all confidential information and applicable legal privileges. In connection therewith, each Party Claim, agrees that (A) such assumption Party will conclusively established for purposes of this Agreement that the claims made in that use commercially reasonable efforts, with respect to any Third-Party Claim are within in which such Party has assumed or participated in the scope defense, to avoid production of confidential information of the other Parties (consistent with applicable Legal Requirements and subject to indemnificationrules of procedure), and (B) no compromise all communications between any Party and counsel responsible for or settlement of such claims may be effected by participating in the Indemnifying Person without the Indemnified Person's Consent unless (1) 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 Person, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such claims effected without its Consent. (iii) If notice is given to an Indemnifying Person of the assertion defense of any Third-Party Claim and shall, to the extent practicable, be made so as to preserve any applicable legal privilege. (c) Notwithstanding anything in this Agreement to the contrary, if (i) the Indemnifying Person does not, within ten (10is given notice of a Third-Party Claim in compliance with Section 6.6(a) days after the Indemnified Person's notice is given, give notice and fails to timely notify the Indemnified Person in writing of its the Indemnifying Person’s election to assume the defense of such Third-Party Claim, Claim within the time period prescribed in Section 6.6(b) or fails to unconditionally and irrevocably acknowledge in writing 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 may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled ’s indemnification obligations to indemnification under this Agreement, the Indemnified Person may, by notice with respect to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but (ii) the Indemnifying Person will not be bound claim for indemnification is based upon, arises out of, is with respect to, or is by reason of any determination of a criminal or quasi-criminal Proceeding, (iii) the relief sought in connection with the Third-Party Claim so defended 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 the Third-Party Claim could exceed the then current balance of the Indemnification Escrow Amount, (vi) the Third-Party Claim is asserted by or on behalf of a Person that is a material customer, supplier, distributor, lessor, licensor, licensee, or creditor of the Indemnified Person, (vii) the Third-Party Claim relates to or is otherwise in respect of any compromise Taxes or settlement effected without its Consent Tax Returns of the Company, or (which may viii) 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 VI, with the reasonable costs and expenses of such defense to be unreasonably withheldincluded 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 6.6(c). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent anything in this Agreement to the nonexclusive jurisdiction contrary, neither the Indemnifying Person nor the Indemnified Person shall enter into a settlement of any court Third-Party Claim without the prior written consent of the Indemnified Person or Indemnifying Person, respectively (such consent not to be unreasonably withheld, conditioned, or delayed), except as provided in which this Section 6.6(d). If a Proceeding respecting firm offer is made to settle a Third-Party Claim is brought against any Buyer 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 purposes the unconditional release of each Indemnified Person, each Indemnified Person’s Affiliates, and the Representatives of each of the foregoing from all Liabilities in connection with such Third-Party Claim and the Indemnifying Person desires to accept and agree to such firm settlement offer, then 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 settlement offer within fifteen (15) days after the Indemnified Person’s receipt of such notice, then 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 will not exceed the amount of such firm settlement offer. If the Indemnified Person fails to consent to such firm settlement offer and also fails to timely assume defense of such Third-Party Claim, then the Indemnifying Person shall be entitled to settle the Third-Party Claim upon the terms set forth in such firm settlement offer (including such unconditional release described above). If the Indemnified Person has assumed the defense of any claim that a Buyer Third-Party Claim pursuant to Section 6.6(b) or Section 6.6(c) and the Indemnifying Person has unconditionally and irrevocably acknowledged in writing the Indemnifying Person’s indemnification obligations to the Indemnified Person may have under this Agreement with respect to such proceeding Third-Party Claim, then the Indemnified Person shall not agree to any settlement of such Third-Party Claim without the written consent of the Indemnifying Person (such consent not to be unreasonably withheld, conditioned, or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the worlddelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a Person entitled to indemnification under Section 11.2 either an Indemnified Seller or Section 11.3 an Indemnified Buyer (either, an "Indemnified Person") under Section 11.3 or 11.4, of notice of the commencement of any Third-Party claim Proceeding against it, such Indemnified Person shall give notice to the Person obligated to indemnify under such Section other party (an the "Indemnifying Person") of the commencement of such Third-Party Claimthereof, but the failure so to notify the Indemnifying Person will shall not relieve the Indemnifying Person it of any liability that it may have to any Indemnified Person, Person except to the extent that the Indemnifying Person demonstrates that the defense of such action is prejudiced by the Indemnifying Person's failure to give thereby. In case any such notice. (b) If Proceeding shall be brought against an Indemnified Person gives and it shall give notice to the Indemnifying Person pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: (i) the commencement thereof, Indemnifying Person willshall, unless the claim involves Taxes, be entitled to participate in the defense of such Third-Party Claim therein and, to the extent that it wishes shall wish (unless (Ai) the Indemnifying Person is also a Person against whom the Third-Party Claim is made party to such Proceeding and the Indemnified Person determines in good faith that joint representation representations would be inappropriate, inappropriate or (Bii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim Proceeding and provide indemnification with respect to such Third-Party Claimthereto), to assume the defense of such Third-Party Claim thereof with counsel selected by such Indemnifying Person and reasonably satisfactory to the such Indemnified Person. After Person and, after notice from the Indemnifying Person to the such Indemnified Person of its election so to assume the defense of such Third-Party Claimthereof, the Indemnifying Person will not, as long as it diligently conducts such defense, shall not be liable to the such Indemnified Person under this ARTICLE 11 such Section for any fees of other counsel or any other expenses with respect to the defense of such Third-Party ClaimProceeding, in each case subsequently incurred by the such Indemnified Person in connection with the defense of such Third-Party Claimthereof, other than reasonable costs of investigation. (ii) . If the Indemnifying Person assumes the defense of such a Third-Party ClaimProceeding, (A) such assumption will 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, and (Ba) no compromise or settlement of such claims thereof may be effected by the Indemnifying Person without the Indemnified Person's Consent consent unless (1i) 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 Person, Person and (2ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; Person and (3b) the Indemnified Indemnifying Person will shall have no liability with respect to any compromise or settlement of such claims thereof effected without its Consent. (iii) consent. If notice is given to an Indemnifying Person of the assertion commencement of any Third-Party Claim Proceeding and the Indemnifying Person it does not, within ten (10) 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 Claimthereof, the Indemnifying Person will shall be bound by any determination made in such Third-Party Claim action or any compromise or settlement thereof 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 Proceeding may adversely affect it or its Related Persons affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreementdamages, the such Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, compromise or settle such Third-Party ClaimProceeding, but the Indemnifying Person will shall not be bound by any determination of a Third-Party Claim Proceeding so defended or any compromise or settlement thereof effected without its Consent consent (which may shall not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a If an Indemnified Person entitled to indemnification under Section 11.2 or Section 11.3 (an "Indemnified Person") of receives written notice of the commencement of any third-party claim or alleged third-party claim (a “Third-Party claim against itClaim”) asserting the existence of any matter of a nature as to which an Indemnified Person is entitled to be indemnified under this Agreement, such Indemnified Person shall give notice to promptly notify the Person obligated to indemnify under such Section (an "Indemnifying Person") of the commencement of such Third-Party Claim, in writing with respect thereto, but the failure to notify the Indemnifying Person will is not to relieve the Indemnifying Person of any liability Liability that it may have the Indemnifying Person has to any such Indemnified Person, except to the extent that (and only to the extent that) such failure is demonstrated by the Indemnifying Person demonstrates to have actually caused the Damages for which the Indemnifying Person is obligated to pay under this Agreement to be greater than such Damages that would have been payable had such Indemnified Person given the defense of prompt notice required by this Agreement. The Indemnifying Person is to have the right to defend against any such action is prejudiced by Third-Party Claim provided that (a) the Indemnifying Person's failure to give , within 15 Business Days after the giving of such notice. (b) If an notice by such Indemnified Person, notifies such Indemnified Person gives notice to the Indemnifying Person pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: in writing that (i) the Indemnifying Person disputes such Third-Party Claim and gives reasons therefor, and (ii) the Indemnifying Person will, unless at its own cost and expense, defend the claim involves Taxessame, be entitled and (b) such defense is instituted and continuously maintained in good faith by the Indemnifying Person. Such Indemnified Person is permitted to, if it so elects and at its sole cost and expense, designate its own counsel to participate with the counsel selected by the Indemnifying Person in the defense conduct of such defense. The Indemnifying Person will not permit any Encumbrance to attach to the assets of such Indemnified Person as a result of such Third-Party Claim andClaim, and the Indemnifying Person shall provide such bonds or deposits as are necessary to prevent the same. In any event, the Indemnifying Person shall keep such Indemnified Person fully advised as to the extent that it wishes (unless (A) status of such defense. If the Indemnifying Person is also given notice of a Person against whom the Third-Party Claim is made in compliance with this Section 5.4 and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (B) the Indemnifying Person fails to provide reasonable assurance to the notify such Indemnified Person of its financial capacity election to defend such Third-Party Claim within the time prescribed in this Section 5.4, or if such defense is unsuccessful, then, in such event, the Indemnifying Person shall fully satisfy and provide indemnification with respect to such discharge the Third-Party Claim)Claim within 15 days after notice from such Indemnified Person requesting the Indemnifying Person to do so. Notwithstanding anything in this Agreement to the contrary, where a Company Indemnified Person receives a written notice of a Third-Party Claim or alleged Third-Party Claim that relates to assume periods before, at or after the defense of Closing, such Company Indemnified Person is to have the sole right to defend any such Third-Party Claim with counsel satisfactory and is not be deemed to the Indemnified Personhave waived any right to indemnification. 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, as long as it diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 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 Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. (ii) If the Indemnifying Person assumes the defense of a Third-Party Claim, any Proceeding (A) such assumption will 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, and (B) no compromise or settlement of such claims may Third-Party Claims is to be effected by the Indemnifying Person without the such Indemnified Person's Consent ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (1) there is no finding or admission of any violation of any Legal Requirements or any violation of the rights of any Person Requirement and no effect on any other claims that may be made against the such Indemnified Person, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (3B) the such Indemnified Person will is to have no liability Liability with respect to any compromise or settlement of such claims Third-Party Claims effected without its Consentconsent. (iii) If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) 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 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 may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, 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 a Third-Party Claim so defended or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 13.8, Sellers hereby consent to the nonexclusive jurisdiction of any court in which a Proceeding respecting a Third-Party Claim is brought against any Buyer Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) Promptly after receipt by a an indemnified Person entitled to indemnification under Section 11.2 9.1 or Section 11.3 9.2 (an "Indemnified Person") of notice of the commencement assertion of any Thirdthird-Party party claim against it, such Indemnified Person shall give notice in respect of which the Indemnified Person desires to the Person obligated to indemnify under such Section seek indemnification from an indemnifying person (an "Indemnifying Person") of the commencement of such Third-Party Claim, but the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except pursuant to the extent that the Indemnifying Person demonstrates that the defense terms of such action is prejudiced by the Indemnifying Person's failure to give such notice.this Article (b) If an Indemnified Person gives notice provides an Indemnification Notice to the Indemnifying Person pursuant to Section 11.5(a) of the assertion of a Third-Party Claim: (i) Representative, the Indemnifying Person will, unless the claim involves Taxes, Representative will be entitled to participate in the defense of such Thirdthird-Party Claim party claim and, to the extent that it wishes the Indemnifying Person Representative wishes, by providing written notice thereof to the Indemnified Person within ten (unless 10) Business Days of the delivery of the Indemnification Notice to the Indemnified Person Representative, to assume the defense of such third-party claim with counsel reasonably satisfactory to the Indemnified Person; provided, however, that the Indemnifying Person Representative will not have the right to assume the defense of such third-party claim in the event (Ax) (i) the third-party claim relates to or arises in connection with any alleged criminal liability of the Indemnified Person, (ii) the third-party claim seeks injunctive or equitable relief against the Indemnified Person or (iii) the Indemnifying Person is also a Person against whom the Thirdthird-Party Claim party claim is made and the Indemnified Person reasonably determines in good faith that joint representation would be inappropriate, or and (By) the Indemnified Person notifies the Indemnifying Person fails to provide reasonable assurance to Representative in the Indemnification Notice that the facts described in clause (i), (ii) or (iii) above are applicable and that the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), is electing to assume the defense of such Thirdthird-Party Claim with counsel satisfactory to the Indemnified Person. party claim. (c) After notice from the Indemnifying Person Representative to the Indemnified Person of its election to assume the defense of such Thirdthird-Party Claimparty claim pursuant to Section 9.6(b) above, the Indemnifying Person will not, as so long as it the Indemnifying Person Representative diligently conducts such defense, be liable to the Indemnified Person under this ARTICLE 11 Article IX for any fees of other counsel or any other expenses of the Indemnified Persons with respect to the defense of such Thirdthird-Party Claimparty claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Thirdthird-Party Claim, other than reasonable costs of investigation. (ii) party claim. If the Indemnifying Person Representative assumes the defense of a Thirdthird-Party Claimparty claim, (A) such assumption will 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, and (B) no compromise or settlement of such third-party claims may be effected by the Indemnifying Person Representative without the Indemnified Person's Consent written consent (which may not be unreasonably withheld, delayed or conditioned) unless (1x) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any other Person and no effect on by any other claims that may be made against the Indemnified Person, and (2y) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; , and (3) the Indemnified Person will have no liability with respect to any compromise or settlement of such third-party claims effected without its Consentconsent. (iiid) If (i) notice is given to an the Indemnifying Person Representative of the assertion of any Thirdthird-Party Claim party claim and the Indemnifying Person Representative does not, within ten (10) days Business Days after the Indemnified Person's notice is given, give notice to the Indemnified Person of its election to assume the defense of such Thirdthird-Party Claimparty claim pursuant to Section 9.6(b) above, or (ii) the Indemnifying Indemnified Person will be bound by any determination made elects to assume the defense of such third-party claim in such Third-Party Claim or any the Indemnification Notice in accordance with Section 9.6(b) above, no compromise or settlement of such third-party claim may be 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 adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim, but without the Indemnifying Person will not be bound by any determination of a Third-Party Claim so defended or any compromise or settlement effected without its Consent Representative's written consent (which may not be unreasonably withheld), delayed or conditioned) unless (x) there is no finding or admission of any violation of Legal Requirements or the rights of any other Person by any Indemnifying Person, and (y) the sole relief provided is monetary damages that are paid in full by the Indemnified Person, and the Indemnifying Persons will have no liability with respect to any compromise or settlement of such third-party claims effected without its consent. (de) Notwithstanding With respect to any third-party claim subject to indemnification under this Article IX: (i) both the provisions Indemnified Person and the Indemnifying Person Representative, as the case may be, shall keep the other Person fully informed in all material respects of Section 13.8the status of such third-party claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, Sellers hereby consent 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 Article IX, the parties shall cooperate in such a manner as to preserve in full (to the nonexclusive jurisdiction 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 commercially reasonable efforts, in respect of any court third-party claim in which a Proceeding respecting a Third-Party Claim is brought against it has assumed or has participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any Buyer Indemnified Person parties hereto and counsel responsible for purposes or participating in the defense of any third-party claim that a Buyer Indemnified Person may have under this Agreement with respect will, to such proceeding the extent possible, be made so as to preserve any applicable attorney-client or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the worldwork-product privilege.