Common use of Right to Defend Clause in Contracts

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. (i) Upon receipt of notice of any matter investigation, claim, or proceeding for which indemnification might be claimed by an Indemnified Partyindemnified party, the Indemnifying Party shall be indemnifying party is entitled to defend, contest contest, or otherwise protect against any such matter investigation, claim, or proceeding at its own cost and expense, and the Indemnified Party indemnified party must reasonably cooperate in any such defense or other action. , including the assertion of any counterclaim or cross claim. (ii) The Indemnified Party indemnified party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party be indemnifying party is entitled to control the defense unless the Indemnified Party indemnified party has relieved the Indemnifying Party indemnifying party from liability with respect to the particular matter or the Indemnifying Party indemnifying party fails to assume defense of the matter. In If the event the Indemnifying Party shall fail indemnifying party fails to defend, contest contest, or otherwise protect in a timely manner against any mattersuch investigation, claim, or proceeding, the Indemnified Party indemnified party shall have the right, but not the obligation, thereafter to defend, contest contest, or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, indemnifying party including reasonable attorneys' ’ fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim claim, or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party indemnified party must send a written notice to the Indemnifying Party indemnifying party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party indemnifying party may reject, in its reasonable judgment, within ten thirty (1030) days of after its receipt of such the written notice. Failure . (iii) A failure by the indemnifying party to reject such notice settlement or compromise within such ten (10) 30-day period shall will be deemed an acceptance of such settlement or compromise. The Indemnified Party indemnified party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Partyindemnifying party; provided, however, that if (iA) the Indemnifying Party indemnifying party is contesting such claim in good faith faith, or (iiB) the Indemnifying Party indemnifying party has assumed the defense from the Indemnified Partyindemnified party and the indemnifying party has a net worth in excess of the amount being sought, the Indemnified Party waives indemnified party must first waive, in a written instrument reasonably acceptable to the indemnifying party, any right to indemnity therefor. therefore. (iv) If the Indemnifying Party indemnifying party undertakes the defense of such matters, the Indemnified Party shall will not, so long as the Indemnifying Party indemnifying party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party indemnifying party any legal or other expenses subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party indemnified party with the prior written consent of the Indemnifying Partyindemnifying party and other than such amounts incurred where a conflict of interest is reasonably determined to exist by the indemnified party such that more than one legal counsel is reasonably needed.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume the defense of the matter. In the event If the Indemnifying Party shall fail fails to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same same, and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided. However, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim, or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Indemnified Party shall be entitled have the option of electing to defend, contest or otherwise protect against any such matter at its own cost suit, action, investigation, claim or proceeding, with the costs and expenseexpenses of such defense to be borne by the Indemnifying Party, and the Indemnified Indemnifying Party must cooperate in any such defense or other action. The Indemnified Indemnifying Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Indemnified Party shall be entitled to control the defense unless otherwise determined by the Indemnified Party has relieved or if the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Indemnified Party fails to assume defense of the matter. In the event the Indemnifying Indemnified Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Indemnifying Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, and recover the reasonable cost thereof from the Indemnifying Party shall pay all costs thereof, including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Indemnifying Party must send a written notice to the Indemnifying Indemnified Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Indemnified Party may reject, in its reasonable judgment, within ten (10) 30 days of receipt of such notice. Failure to reject such notice within such ten (10) 30-day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party upon the election of the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters upon the election of the Indemnified Party, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of An Indemnitee shall provide notice to the Indemnifying Party within thirty (30) Days after receiving notice of the commencement of any matter for legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification might may be claimed sought pursuant to the foregoing provisions of this Article 24 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”), and the Indemnifying Party shall thereafter promptly elect whether to assume such defense. The Indemnitee’s failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the Indemnifying Party only by an Indemnified the amount of damages attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnifying Party from any liability that it may have under this Agreement. If the Indemnifying Party assumes the defense, (i) it shall retain counsel reasonably acceptable to the Indemnitee and (ii) the Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, and the fees and expenses of such special counsel shall be borne by the Indemnitee unless the Indemnifying Party agrees otherwise or except as set forth in the following sentence. If the Indemnifying Party does not assume the defense of the Indemnitee, does not diligently prosecute such defense, or if a conflict (including any actual or potential differing of interest between the Parties) precludes counsel for Indemnifying Party from providing the defense, then the Indemnitee shall have the absolute right to control the defense of such claim and the fees and expenses of such defense, including reasonable attorneys’ fees of the Indemnitee’s counsel, reasonable costs of investigation, court costs and other costs of suit, arbitration, dispute resolution or other proceeding, and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall be borne by the Indemnifying Party, provided that the Indemnifying Party shall be entitled, at its expense, to participate in (but not control) such defense, and provided further that the Indemnifying Party shall reimburse the Indemnitee on a monthly basis for such costs and expenses. Subject to all of the foregoing provisions of this Section 24.5 as between the Parties, the Indemnifying Party shall be entitled control the settlement of all claims, in coordination with any insurer as required under the applicable insurance policies in Article 23 as to defendwhich it has assumed the defense; provided that to the extent the Indemnifying Party, contest or otherwise protect against any in relation to such matter at its own cost insurer, controls settlement: (a) such settlement shall include a dismissal of the claim and expense, and an explicit release from the Indemnified Party must cooperate in any party bringing such defense claim or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel proceedings of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event all Indemnitees; and (b) the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against not conclude any matter, settlement without the Indemnified Party shall have prior approval of the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromiseIndemnitee, which settlement approval shall not be unreasonably withheld or compromise delayed; provided further that, except as provided in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of preceding sentence concerning the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith ’s failure to assume or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes diligently prosecute the defense of such mattersany claim, no Indemnitee seeking reimbursement pursuant to the Indemnified Party shall notforegoing indemnity shall, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. Other than as provided in this Section 24.5, the Indemnifying Party shall not settle any claim without the prior written approval of the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall provide reasonable assistance to the Indemnifying Party when the Indemnifying Party so requests, at the Indemnifying Party’s expense, in connection with such legal action or claim, including executing any powers-of-attorney or other documents required by the Indemnifying Party with regard to the defense or indemnity obligations.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding ("Action") for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter Action at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail fails to defend, contest or otherwise protect in a timely manner against any mattersuch Action, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding Action or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) thirty days of receipt of such notice. Failure to reject such notice within such ten (10) thirty day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an OHGI Indemnified Party or Stockholder Indemnified Party (referred to herein as an “Indemnified Party”), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”). It is a condition precedent to the applicable indemnifying party’s obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, ’s failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the “Election to Defend”) to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third-party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney’s fees and expenses) related to such third-party claim resolved as provided above.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholder Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of If a claim for indemnification shall involve a claim or demand by a third party against a Horizon Indemnified Party or a ▇▇▇▇▇▇▇ Indemnified Party (referred to in this Section as an “Indemnified Party”), the Indemnified Party will give notice of any matter for the claim to the other party (the “Indemnifying Party”), which indemnification might be claimed by an Indemnified Partyshall detail the nature, basis and amount of the claim (the “Notice of Third Party Claim”). The failure to provide a Notice of Third Party Claim shall only relieve the Indemnifying Party shall be entitled of its obligation to defend, contest or otherwise protect against any indemnify for such matter at its own cost and expense, and claim to the extent that it has been prejudiced by the failure to give the Notice of Third Party Claim. The Indemnifying Party may (without prejudice to the right of an Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing) undertake the defense of such claims at its expense with counsel chosen and paid by it by giving notice (the “Election to Defend”) to the Indemnified Party within thirty (30) days after the date the Notice of Third Party Claim is deemed received; provided, but however, that the Indemnifying Party may not settle such claims without the consent of the Indemnified Party, which consent will not be entitled unreasonably withheld or delayed, except if the sole relief provided is monetary damages to control be borne by the defense unless Indemnifying Party; and, provided further, if the defendants in any action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has relieved shall have reasonably concluded that counsel selected by the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense party has a conflict of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matterinterest, the Indemnified Party shall have the right, but not the obligation, thereafter right to defend, contest or otherwise protect against the same participate in such defense and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements fees and all amounts paid as a result expenses of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that counsel to the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromiseconsidered “Damages.”. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim cooperate in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the any claim and make available pertinent information under its control If an Indemnifying Party does not abandon give the defense thereofElection to Defend as provided above, it will be entitled deemed to recover from the Indemnifying Party any legal have irrevocably waived its right to defend or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partysettle such claims.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholder Indemnified Party (referred to herein as an “Indemnified Party”), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”). It is a condition precedent to the applicable indemnifying party’s obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, ’s failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by it by giving written notice (the “Election to Defend”) to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney’s fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of a notice of any matter for which indemnification might be claimed by an Indemnified Partya claim under this section 5 (a "Claim Notice"), the party obliged to provide an indemnity under this Agreement (the "Indemnifying Party Party") shall be entitled to defendpromptly assume the defense of, and contest or otherwise protect against any against, such matter suit, action investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The other party (the "Indemnified Party Party") shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or in the Indemnifying Party fails to assume defense of event set out in the matternext sentence. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in within 10 days of the receipt of a timely manner Claim Notice against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and and, with the prior written approval of the Indemnifying Party, make any compromise or settlement thereof and subject to the limitations set out in sections 5.2 or 5.3, as the case may be, recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and including all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, thereof which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of was approved by the Indemnifying Party; provided. However, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of An Indemnitee shall provide notice to the Indemnifying Party within thirty (30) Days after receiving notice of the commencement of any matter for legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification might may be claimed sought pursuant to the foregoing provisions of this Article 19 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”), and the Indemnifying Party shall thereafter promptly elect whether to assume such defense. The Indemnitee’s failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the Indemnifying Party only by an Indemnified the amount of damages attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnifying Party from any liability that it may have under this Agreement. If the Indemnifying Party assumes the defense, (i) it shall retain counsel reasonably acceptable to the Indemnitee and (ii) the Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, and the fees and expenses of such special counsel shall be borne by the Indemnitee unless the Indemnifying Party agrees otherwise or except as set forth in the following sentence. If the Indemnifying Party does not assume the defense of the Indemnitee, does not diligently prosecute such defense, or if a conflict (including any actual or potential differing of interest between the Parties) precludes counsel for Indemnifying Party from providing the defense, then the Indemnitee shall have the absolute right to control the defense of such claim and the fees and expenses of such defense, including reasonable attorneys’ fees of the Indemnitee’s counsel, reasonable costs of investigation, court costs and other costs of suit, arbitration, dispute resolution or other proceeding, and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall be borne by the Indemnifying Party, provided that the Indemnifying Party shall be entitled, at its expense, to participate in (but not control) such defense, and provided further that the Indemnifying Party shall reimburse the Indemnitee on a monthly basis for such costs and expenses. Subject to all of the foregoing provisions of this Section 19.5 as between the Parties, the Indemnifying Party shall be entitled control the settlement of all claims, in coordination with any insurer as required under the applicable insurance policies in Article 18 as to defendwhich it has assumed the defense; provided that to the extent the Indemnifying Party, contest or otherwise protect against any in relation to such matter at its own cost insurer, controls settlement: (a) such settlement shall include a dismissal of the claim and expense, and an explicit release from the Indemnified Party must cooperate in any party bringing such defense claim or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel proceedings of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event all Indemnitees; and (b) the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against not conclude any matter, settlement without the Indemnified Party shall have prior approval of the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromiseIndemnitee, which settlement approval shall not be unreasonably withheld or compromise delayed; provided further that, except as provided in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of preceding sentence concerning the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith ’s failure to assume or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes diligently prosecute the defense of such mattersany claim, no Indemnitee seeking reimbursement pursuant to the Indemnified Party shall notforegoing indemnity shall, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. Other than as provided in this Section 19.5, the Indemnifying Party shall not settle any claim without the prior written approval of the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall provide reasonable assistance to the Indemnifying Party when the Indemnifying Party so requests, at the Indemnifying Party’s expense, in connection with such legal action or claim, including executing any powers-of-attorney or other documents required by the Indemnifying Party with regard to the defense or indemnity obligations.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have Notwithstanding the right to effect a settlement or compromise over the objection of the Indemnifying Party; providedabove, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any may effect a settlement or compromise over the objection of the Indemnifying party by delivery to the Indemnifying party of a written waiver of the right to indemnity thereforindemnification for those matters specifically at issue. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and including the Indemnified Party must cooperate right to invoke any arbitration proceeding available in any such defense or other actionthe dispute. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or matter. If the Indemnifying Party does not notify the Indemnified Party within 30 days after the receipt of a notice, pursuant to Section 11.5 of this Agreement, that it elects to undertake the defense thereof and fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, with counsel of its choosing, and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided. However, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters after the Indemnified Party has began the defense, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partythereof.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Sellers are the Indemnified Parties for any actual or threatened claim or demand by any third party, Sellers shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Sellers agree to reasonably cooperate with Buyer with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Parent is the Indemnified Party for any actual or threatened claim or demand by any third party, Parent shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Parent agrees to reasonably cooperate with the Company or Shareholder with respect to the prosecution of such counterclaim or right.

Right to Defend. (i) Upon receipt of notice of any matter investigation, claim, or proceeding for which indemnification might be claimed by an Indemnified Partyindemnified party, the Indemnifying Party shall be indemnifying party is entitled to defend, contest contest, or otherwise protect against any such matter investigation, claim, or proceeding at its own cost and expense, and the Indemnified Party indemnified party must reasonably cooperate in any such defense or other action. , including the assertion of any counterclaim or cross claim. (ii) The Indemnified Party indemnified party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party be indemnifying party is entitled to control the defense unless the Indemnified Party indemnified party has relieved the Indemnifying Party indemnifying party from liability with respect to the particular matter or the Indemnifying Party indemnifying party fails to assume defense of the matter. In If the event the Indemnifying Party shall fail indemnifying party fails to defend, contest contest, or otherwise protect in a timely manner against any mattersuch investigation, claim, or proceeding, the Indemnified Party indemnified party shall have the right, but not the obligation, thereafter to defend, contest contest, or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, indemnifying party including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim claim, or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party indemnified party must send a written notice to the Indemnifying Party indemnifying party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party indemnifying party may reject, in its reasonable judgment, within ten (10) 30 days of after its receipt of such the written notice. Failure . (iii) A failure by the indemnifying party to reject such notice settlement or compromise within such ten (10) 30 day period shall will be deemed an acceptance of such settlement or compromise. The Indemnified Party indemnified party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Partyindemnifying party; provided, however, that if (iA) the Indemnifying Party indemnifying party is contesting such claim in good faith faith, or (iiB) the Indemnifying Party indemnifying party has assumed the defense from the Indemnified Partyindemnified party and the indemnifying party has a net worth in excess of the amount being sought, the Indemnified Party waives indemnified party must first waive, in a written instrument reasonably acceptable to the indemnifying party, any right to indemnity therefor. therefore. (iv) If the Indemnifying Party indemnifying party undertakes the defense of such matters, the Indemnified Party shall will not, so long as the Indemnifying Party indemnifying party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party indemnifying party any legal or other expenses subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party indemnified party with the prior written consent of the Indemnifying Partyindemnifying party and other than such amounts incurred where a conflict of interest is reasonably determined to exist by the indemnified party such that more than one legal counsel is reasonably needed.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. (a) The Indemnified Party indemnifying party shall have the right, but not upon written notice delivered to the obligationindemnified party within twenty (20) days after receipt of a Notice of Claim, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control assume the defense unless of such matter set forth in such Notice of Claim, including the Indemnified Party has relieved the Indemnifying Party from liability with respect employment of counsel reasonably satisfactory to the particular matter indemnified party and the payment of the fees and disbursements of such counsel. In the event, however, that the indemnifying party declines or the Indemnifying Party fails to assume the defense of the matter. In matter or to employ counsel reasonably satisfactory to the event indemnified party, in either case within such twenty (20) day period, then such indemnified party may employ counsel to represent or defend it in any such action or proceeding and the Indemnifying Party indemnifying party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover pay the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, fees and disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofcounsel as incurred; provided, however, that the Indemnified Party must send a written notice indemnifying party shall not be required to pay the Indemnifying Party fees and disbursements of more than one counsel for all indemnified parties in any such proposed settlement jurisdiction in any single action or compromiseproceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, which settlement the indemnified party or compromise the Indemnifying Party may rejectindemnifying party, in its reasonable judgment, within ten (10) days of receipt whichever is not assuming the defense of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party action, shall have the right to effect a settlement participate in such matter and to retain its own counsel at such party's own expense. The indemnifying party or compromise over the objection indemnified party, as the case may be, shall at all times use reasonable efforts to keep the indemnifying party or the indemnified party, as the case may be, reasonably apprised of the Indemnifying Party; provided, that if (i) status of the Indemnifying Party is contesting such claim defense of any action the defense of which they are maintaining and to cooperate in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right with each other with respect to indemnity therefor. If the Indemnifying Party undertakes the defense of any such matters, action. (b) No indemnified party may settle or compromise any claim or consent to the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled entry of any judgment with respect to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with which indemnification is being sought hereunder without the prior written consent of the Indemnifying Partyindemnifying party, unless (i) the indemnifying party fails to assume and maintain the defense of such claim pursuant to this Article X, or (ii) such settlement, compromise or consent includes an unconditional release of the indemnifying party from all liability arising out of such claim. An indemnifying party may not, without the prior written consent of the indemnified party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the indemnified party from all liability arising out of such claim and does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the indemnified party or any of the indemnified party's respective affiliates.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Indemnified Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expensesuit, action, investigation, claim or proceeding, and the Indemnified Indemnifying Party must cooperate in any such defense or other action. The Indemnified Indemnifying Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Indemnified Party shall be entitled to control the defense unless otherwise determined by the Indemnified Party has relieved or if the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Indemnified Party fails to assume defense of the matter. In If the event the Indemnifying Indemnified Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, then the Indemnified Indemnifying Party shall have the right, but not the obligation, thereafter to defend, to contest or otherwise to protect against the same and make any compromise or settlement thereof, and shall pay all costs thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' ’ fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Indemnifying Party must send a written notice to the Indemnifying Indemnified Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Indemnified Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall not have the right to effect a settlement or compromise over without the objection prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld; provided, however, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party upon the election of the Indemnified Party, then the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters upon the election of the Indemnified Party, then the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party Escrowed Funds any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by (i) If a Third Party Claim is made against an Indemnified Party, then the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over assume the objection defense of the Third Party Claim with nationally-recognized counsel of the Indemnifying Party; provided’s choice, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from reasonably satisfactory to the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon notifies the Indemnified Party, within 30 days after the Indemnified Party has given notice of the Third Party Claim, that (x) the Indemnifying Party is assuming and conducting the defense thereofof the Third Party Claim and, (y) other than with respect to Excluded Environmental Liabilities and alleged breaches of Section 3.14 hereof, the Indemnifying Party is irrevocably agreeing that it shall provide indemnification with respect to all related Losses hereunder (subject to the limitations contained in this Article 8, to the extent applicable). Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party shall not have the right to direct the defense of any Third Party Claim, and the Indemnified Party (or, as applicable, the insurer under the R&W Policy) shall be entitled to have control over the defense or settlement of (subject to the limitations contained in this Article 8, to the extent applicable) any Third Party Claim, if (1) the Third Party Claim seeks non-monetary relief, (2) the Third Party Claim involves criminal allegations against a Buyer Indemnified Party, (3) the Third Party Claim involves claims by a Governmental Authority and is material and adverse to the Indemnified Party or any of its Affiliates (except for Third Party Claims with respect to Taxes or claims brought by a Governmental Authority with respect to Taxes), (4) the Third Party Claim involves a claim to which the Indemnified Party reasonably believes an adverse determination would be materially detrimental or injurious to the Indemnified Party or any of its Affiliates, (5) a court of competent jurisdiction rules that the Indemnifying Party failed or is failing to vigorously defend the Third Party Claim, (6) assumption of the defense of such Third Party Claim by Seller would be in violation of the terms of the R&W Policy (only in the case of a Third Party Claim for which Buyer seeks recovery under the R&W Policy) or (7) it is reasonably likely that the amount of Losses arising from such Third Party Claim will exceed the amount the Indemnified Party will be entitled to recover from under this Article 8 as a result of the limitations contained in this Article 8. (ii) If the Indemnifying Party any legal fails (or other expenses subsequently incurred by is not entitled) to give notice to the Indemnified Party in connection with that it is assuming the defense thereof other than of any Third Party Claim within 30 days after receipt of the reasonable costs applicable Claim Notice or if, after giving such notice, the Indemnifying Party is not entitled to direct the defense of investigation undertaken by such Third Party Claim pursuant to Section 8.4(a), then the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense of the Third Party Claim. (iii) Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any Liability with respect to, settle, compromise or discharge such Third Party Claim, without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed) unless the Indemnifying Party shall not be subject to any indemnification obligation hereunder with respect thereto and such admission, settlement, compromise or discharge (1) would not impose any mandatory obligations on or an injunction or other equitable relief upon the Indemnifying Party and (2) would not reasonably be expected to interfere with or adversely affect the current or future business operations or assets of the Indemnifying Party or any of its Affiliates, and (3) would not result in the finding or admission of any violation of Law or Governmental Order by the Indemnifying Party.

Right to Defend. Upon receipt If any claim is brought against a Party, then the other Party shall be entitled to participate in, and, unless a conflict of notice interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnitee in accordance with this Section 24.5. An Indemnitee shall provide Notice to the Indemnifying Party, within *** after receiving Notice of the commencement of any matter for legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification might may be claimed sought pursuant to the foregoing provisions of this Article 24 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”). The Indemnitee's failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the Indemnifying Party only by an Indemnified the amount of damages attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnifying Party from any liability that it may have under this Agreement. If the Indemnifying Party assumes the defense, the Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnifying Party agrees otherwise; provided that if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnifying Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost requires that the same counsel represent both the Indemnitee and expensethe Indemnifying Party, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof representation of both parties by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise counsel would be inappropriate due to actual or settlement thereof and recover potential differing interests between them, then the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party Indemnitee shall have the right to effect a settlement or compromise over retain its own counsel at the objection cost and expense of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes does not assume the defense of the Indemnitee, does not diligently prosecute such defense, or if a conflict precludes counsel for Indemnifying Party from providing the defense, then the Indemnitee shall have the absolute right to control the defense of such mattersclaim and the fees and expenses of such defense, including reasonable attorneys' fees of the Indemnified Party Indemnitee's counsel, reasonable costs of investigation, court costs and other costs of suit, arbitration, dispute resolution or other proceeding, and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall notbe borne by the Indemnifying Party, so long as provided that the Indemnifying Party does shall be entitled, at its expense, to participate in (but not abandon control) such defense and the defense thereofIndemnifying *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Party shall reimburse the Indemnitee on a monthly basis for such costs and expenses. Subject to all of the foregoing provisions of this Section 24.5 as between the Parties, be entitled to recover from the Indemnifying Party shall control the settlement of all claims, in coordination with any legal insurer as required under the applicable insurance policies in Article 23 as to which it has assumed the defense; provided that to the extent the Indemnifying Party, in relation to such insurer, controls settlement: (a) such settlement shall include a dismissal of the claim and an explicit release from the party bringing such claim or other expenses subsequently incurred by proceedings of all Indemnitees; and (b) the Indemnified Indemnifying Party shall not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld or delayed; provided further that except as provided in connection with the preceding sentence concerning the Indemnifying Party's failure to assume or to diligently prosecute the defense thereof other than of any claim, no Indemnitee seeking reimbursement pursuant to the reasonable costs of investigation undertaken by the Indemnified Party with foregoing indemnity shall, without the prior written consent of the Indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. Other than as provided in this Section 24.5, Indemnifying Party shall not settle any claim without the prior written approval of the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall provide reasonable assistance to the Indemnifying Party when the Indemnifying Party so requests, at the Indemnifying Party's expense, in connection with such legal action or claim, including executing any powers-of-attorney or other documents required by the Indemnifying Party with regard to the defense or indemnity obligations.

Right to Defend. Upon Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any matter for which indemnification might action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect made against any such matter at its own cost and expenseindemnifying party under this Section 4, deliver to the indemnifying party a written notice of the commencement thereof, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party indemnifying party shall have the right, but not the obligation, right to participate at its own expense in defense thereof and if the indemnifying party agrees in writing that it will be responsible for any costs, expenses, judgments, damages and losses incurred by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability indemnified party with respect to the particular matter or the Indemnifying Party fails such claim, jointly with any other indemnifying party similarly noticed, to assume the defense of thereof with counsel mutually satisfactory to the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofparties; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party indemnified party shall have the right to effect retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if the indemnified party reasonably believes that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a settlement or compromise over the objection reasonable time of the Indemnifying Party; providedcommencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Agreement only if and to the extent that such failure is prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that if (i) it may have to any indemnified party otherwise than under this Agreement. If an indemnified party notifies an indemnifying party in writing that such indemnified party elects to employ separate counsel at the Indemnifying Party is contesting such claim in good faith or (ii) expense of the Indemnifying Party has assumed indemnifying party as permitted by the defense from provisions of the Indemnified Partypreceding paragraph, the Indemnified Party waives any indemnifying party shall not have the right to indemnity therefor. If the Indemnifying Party undertakes assume the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal action or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs proceeding on behalf of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partysuch indemnified party.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Indemnified Party shall be entitled have the option of electing to defend, contest or otherwise protect against any such matter at its own cost suit, action, investigation, claim or proceeding, with the costs and expenseexpenses of such defense to be borne by the Indemnifying Party, and the Indemnified Indemnifying Party must cooperate in any such defense or other action. The Indemnified Indemnifying Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Indemnified Party shall be entitled to control the defense unless otherwise determined by the Indemnified Party has relieved or if the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Indemnified Party fails to assume defense of the matter. In the event the Indemnifying Indemnified Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Indemnifying Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, and recover the reasonable cost thereof from the Indemnifying Party shall pay all costs thereof, including, without limitation, reasonable attorneys' ’ fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Indemnifying Party must send a written notice to the Indemnifying Indemnified Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Indemnified Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party upon the election of the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters upon the election of the Indemnified Party, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, --------------- investigation, claim or proceeding ("Action") for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter Action at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch Action, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding Action or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against any such matter at suit, action, investigation, claim or proceeding or its own cost and expense, and including the Indemnified Party must cooperate right to invoke any arbitration proceeding available in any such defense or other actionthe dispute. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, party including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided. However, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, to be entitled to recover from the Indemnifying Party any legal or other expenses subsequently substantially incurred by the Indemnified Party Indemnifying party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party. If Buyer is named as a defendant or if Buyer and Seller are named jointly as defendants by a past, existing or purported franchisee in a court or arbitration proceeding and Buyer based on its evaluation of the Franchisee's claim provides notice to Seller of an indemnification claim against Seller pursuant to Article 11 as to any liability arising out of the Franchisee's claim, Seller reserves the right in his sole discretion to fully settle and compromise the franchisee's claim as to both Seller and Buyer at any time during the proceeding.

Right to Defend. Upon receipt of notice Promptly after acquiring knowledge of any matter for loss, action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim brought by a person or entity that is not a party to this Agreement (each a “Third Party Claim”) to which it may be liable, any party entitled to indemnification might be claimed by an hereunder (the “Indemnified Party”) shall give to the party obligated to indemnify hereunder (the “Indemnifying Party”) prompt written notice thereof; provided, that the failure to so notify such Indemnifying Party will not relieve such Indemnifying Party of its obligations under this Article 7, except to the extent that the Indemnifying Party shall be entitled demonstrates that the defense of such Third Party Claim is prejudiced by the Indemnified Party’s failure to give such claim notice. Each Indemnifying Party shall, at its own expense, promptly defend, contest or otherwise protect against any such matter at its own cost and expenseThird Party Claim against which it has agreed to indemnify any Indemnified Party, and each Indemnifying Party shall receive from the Indemnified Party must cooperate all necessary and reasonable cooperation in said defense, including, but not limited to, the services of employees of the Indemnified Party who are familiar with the transactions out of which any such defense damage, loss, deficiency, liability, claim, encumbrance, penalty, cost, expense, action, suit, investigation, proceeding, demand, assessment, audit, judgment or other actionclaim may have arisen. The Indemnifying Party shall have the right to control the defense of any such third party proceeding unless it is relieved of its liability hereunder with respect to such defense by the Indemnified Party, and except for claims involving (i) non-monetary Damages sought against the Indemnified Party; or (ii) criminal allegations. The Indemnifying Party shall have the right, but not the obligationat its option, and, unless so relieved, to participate compromise or defend, at its own expense in defense thereof by its own counsel, any such matter involving the asserted liability to a third party of the Indemnified Party involving monetary damages but may not compromise or settle any matter involving equitable or injunctive recourse against the Indemnified Party without such party’s written consent. In the event that the Indemnifying Party shall undertake to compromise or defend any such asserted liability, it shall promptly notify the Indemnified Party of its intention to do so. In the event that an Indemnifying Party, after written notice of a Third Party Claim from an Indemnified Party, fails to take timely action to defend the same, the Indemnified Party shall have the right to defend the same by counsel of its own choosing, but at the cost and expense of the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matterParty. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch an event, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise asserted liability without the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party., such consent not to be unreasonably withheld, conditioned, or delayed. ARTICLE 8

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the 45 Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party. ▇▇. ▇▇▇ ▇. Anderson shall have authority on behalf of the Seller Indemnitors and GP to act on such parties' behalf pursuant to this Section 11 until the Seller Indemnitors and GP have otherwise notified WRI and the Surviving Corporation in writing.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event If the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, party including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) 30 days of its receipt of such written notice. Failure A failure by the Indemnifying Party to reject such notice settlement or compromise within such ten (10) 30 day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect defend the Indemnified Person against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Person acknowledges in writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder; provided, further, that, if after the Indemnifying Person acknowledges its unqualified obligation to indemnify the Indemnified Person and assumed the defense of such Third Party Claim, (A) new allegations or claims are asserted as part of such Third Party Claim, or (B) the original Third Party Claim is otherwise amended in a settlement or compromise over manner that materially increases the objection indemnification obligations of the Indemnifying Party; providedPerson under such Third Party Claim (including by reason of new facts having been discovered or being alleged), that if (i) then, in each such case, the Indemnifying Person shall either (I) notify the Indemnified Person of such changes to the original Third Party is contesting Claim, within fifteen (15) days of such claim changes, and turn over the defense of the Third Party Claim to the Indemnified Person, in good faith which case the Indemnifying Person shall be deemed not to have acknowledged its obligation to indemnify the Indemnified Person (except to the extent all or any portion of the original Third Party Claim has already been determined, compromised or settled), or (I) continue to defend such Third Party Claim, in which case the Indemnifying Person shall be deemed to have acknowledged its obligation to indemnify the Indemnified Person with respect to such Third Party Claim as so changed, (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) the Third Party Claim has assumed a reasonable likelihood of resulting in indemnifiable Losses that would result in the Cap being exceeded or does not have a reasonable likelihood of resulting in indemnifiable Losses that would result in the Basket being exceeded; or (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (vi) the Third Party Claim does not involve a supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vii) the Third Party Claim does not involve a class action lawsuit and (viii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (A) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (B) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 9.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Transferees and Optimus shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter claim for which indemnification might be claimed under this Article X shall involve any actual claim or demand by any third person against a Buyer Indemnified Party or a Seller Indemnified Party (cumulatively referred to hereinafter as an “Indemnified Party”), the Indemnifying Party indemnifying party shall be entitled to defend, contest or otherwise protect against notice of and entitled to (without prejudice to the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by with counsel if its own choosing) defend or prosecute such claim at its own expense and through counsel of its own choosingchoosing if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice. However, if the defendants in any action shall include both the indemnifying party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying party pertinent information under its control relating thereto, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or be reimbursed, as provided in this Article IX, for all costs and expenses incurred by it in connection therewith. If the Indemnifying Party fails to assume defense defend a claim for which it is responsible hereunder within a reasonable time after receipt of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matterTimely Notice, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes undertake the defense of such matters, and to compromise or settle the Indemnified claim and Indemnifying Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partynevertheless remain liable therefore.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an OHGI Indemnified Party or Members Indemnified Party (referred to herein as an “Indemnified Party”), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”). It is a condition precedent to the applicable indemnifying party’s obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, ’s failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the “Election to Defend”) to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third-party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney’s fees and expenses) related to such third-party claim resolved as provided above.

Right to Defend. Upon receipt If the facts giving rise to any claim for indemnification shall involve any actual or threatened action or demand by any third party against the indemnified party or any of notice of any matter for which indemnification might be claimed by an Indemnified Partyits affiliates, the Indemnifying Party indemnifying party or parties shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, indemnified party's right to participate at its own expense in defense thereof by through counsel of its own choosing), but at their expense and through a single counsel of their own choosing, to defend or prosecute such claim in the Indemnifying Party name of the indemnifying party or parties, or any of them, or if necessary, in the name of the indemnified party. In any event, the indemnified party shall give the indemnifying party advance written notice of any proposed compromise or settlement of any such claim. If the remedy sought in any such action or demand is solely money damages, the indemnifying party shall have fifteen (15) days after receipt of such notice of settlement to object to the proposed compromise or settlement, and if it does so object, the indemnifying party shall be required to undertake, conduct and control, though counsel of its own choosing and at its sole expense, the settlement or defense thereof, and the indemnified party shall cooperate with the indemnifying party in connection therewith. The Buyer shall be entitled to control set-off against the defense unless Notes, the Indemnified Party has relieved Consulting Agreement and/or the Indemnifying Party from liability with respect to the particular matter Real Estate Leases for all claims, losses, expenses and costs of indemnification or the Indemnifying Party fails to assume defense for breach of any of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same Sellers' and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneysShareholders' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromisecovenants contained herein. The Indemnified Party Sellers' and the Shareholders' representations and warranties in SECTION 2.20 in EXHIBIT A hereto shall have expire on the right to effect a settlement or compromise over the objection fifth anniversary of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforClosing Date. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent All of the Indemnifying Partyother Sellers' and Shareholders' representations and warranties shall survive the Closing.

Right to Defend. Upon receipt If any claim is brought against a Party, then the other Party shall be entitled to participate in, and, unless a conflict of notice interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnitee in accordance with this Section 24.5. An Indemnitee shall provide Notice to the Indemnifying Party, within thirty (30) Days after receiving Notice of the commencement of any matter for legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification might may be claimed sought pursuant to the foregoing provisions of this Article 24 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”). The Indemnitee's failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the Indemnifying Party only by an Indemnified the amount of damages attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnifying Party from any liability that it may have under this Agreement. If the Indemnifying Party assumes the defense, the Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnifying Party agrees otherwise; provided that if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnifying Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost requires that the same counsel represent both the Indemnitee and expensethe Indemnifying Party, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof representation of both parties by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise counsel would be inappropriate due to actual or settlement thereof and recover potential differing interests between them, then the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party Indemnitee shall have the right to effect a settlement or compromise over retain its own counsel at the objection cost and expense of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes does not assume the defense of the Indemnitee, does not diligently prosecute such defense, or if a conflict precludes counsel for Indemnifying Party from providing the defense, then the Indemnitee shall have the absolute right to control the defense of such mattersclaim and the fees and expenses of such defense, including reasonable attorneys' fees of the Indemnified Party Indemnitee's counsel, reasonable costs of investigation, court costs and other costs of suit, arbitration, dispute resolution or other proceeding, and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall notbe borne by the Indemnifying Party, so long as provided that the Indemnifying Party does shall be entitled, at its expense, to participate in (but not abandon the control) such defense thereof, be entitled to recover from and the Indemnifying Party shall reimburse the Indemnitee on a monthly basis for such costs and expenses. Subject to all of the foregoing provisions of this Section 24.5 as between the Parties, the Indemnifying Party shall control the settlement of all claims, in coordination with any legal insurer as required under the applicable insurance policies in Article 23 as to which it has assumed the defense; provided that to the extent the Indemnifying Party, in relation to such insurer, controls settlement: (a) such settlement shall include a dismissal of the claim and an explicit release from the party bringing such claim or other expenses subsequently incurred by proceedings of all Indemnitees; and (b) the Indemnified Indemnifying Party shall not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld or delayed; provided further that except as provided in connection with the preceding sentence concerning the Indemnifying Party's failure to assume or to diligently prosecute the defense thereof other than of any claim, no Indemnitee seeking reimbursement pursuant to the reasonable costs of investigation undertaken by the Indemnified Party with foregoing indemnity shall, without the prior written consent of the Indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. Other than as provided in this Section 24.5, Indemnifying Party shall not settle any claim without the prior written approval of the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall provide reasonable assistance to the Indemnifying Party when the Indemnifying Party so requests, at the Indemnifying Party's expense, in connection with such legal action or claim, including executing any powers-of-attorney or other documents required by the Indemnifying Party with regard to the defense or indemnity obligations.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified PartySubject to Sections 8.3(b)(i) - (iv), the Indemnifying Party shall be entitled may elect to compromise or defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by and with counsel of its own choosingreasonably satisfactory to the Indemnitee, but any Asserted Liability, and if the Indemnifying Party be entitled so elects to control the defense unless the Indemnified Party has relieved compromise or defend, the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a control the defense of such Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within fifteen (15) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party does not initially elect within fifteen (15) days, the Indemnifying Party may later elect to compromise or defend such Asserted Liability on the giving of five (5) calendar days notice of its intention to do so to the Indemnitee and the Indemnitee shall cooperate in the compromise of, or defence against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and the Indemnitee shall have the right to control the defense of such Asserted Liability. Notwithstanding the foregoing, (i) the Indemnifying Party may settle or compromise any Asserted Liability, provided, that such settlement or compromise does not result in any liability to, restriction on, or admission of, the Indemnitee, and (ii) if the Indemnifying Party is not defending an Asserted Liability, the Indemnitee shall, if and whenever reasonably requested, provide the Indemnifying Party with regular updates on the status of the Asserted Liability; (iii) if the Indemnifying Party is not defending an Asserted Liability, the Indemnitee may not settle or compromise such claim without first giving the Indemnifying Party at least fifteen (15) calendar days advance written notice of an intended settlement or compromise; (iv) provided that the Indemnifying Party is defending an Asserted Liability at its own expense, the Indemnitee may not settle or compromise such claim over the objection of the Indemnifying Party; provided. In any event, that if (i) the Indemnifying Party is contesting such claim Indemnitee may participate, at its own expense, in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforof such Asserted Liability. If the Indemnifying Party undertakes the defense of such matterschooses to defend any claim, the Indemnified Party Indemnitee shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled make available to recover from the Indemnifying Party any legal books, records or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partydocuments within its control that are necessary or appropriate for such defense.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against any such matter at suit, action, investigation, claim or proceeding or its own cost and expense, and including the Indemnified Party must cooperate right to invoke any arbitration proceeding available in any such defense or other actionthe dispute. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided. However, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently substantially incurred by the Indemnified Indemnifying Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party. If Buyer and Seller are named jointly as defendants by a past, existing or purported franchisee in a court or arbitration proceeding and Buyer based on its evaluation of the franchisee's claim provides notice to Seller of an indemnification claim against Seller pursuant to Section 11.8 as to any liability arising out of the Franchisee's claim, Seller reserves the right in its sole discretion to fully settle and compromise the franchisee's claim as to both Seller and Buyer at any time during the proceeding.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholder Indemnified Party (referred to herein as an “Indemnified Party”), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”). It is a condition precedent to the applicable indemnifying party’s obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, ’s failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the “Election to Defend”) to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney’s fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Seller is the Indemnified Parties for any actual or threatened claim or demand by any third party, Seller shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Seller agrees to reasonably cooperate with Buyer with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholder Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt (a) If the Indemnifying Party does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of notice of any matter for which indemnification might be claimed by an Indemnified Partythe Third Party Claim, then the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter Third Party Claim at its own sole cost and expense, and the Indemnified Party must cooperate in any such defense or other action. . (b) The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense or settlement thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event ; PROVIDED, HOWEVER, (i) that the Indemnifying Party shall fail not enter into any settlement with respect to defendany Third Party Claim that purports to limit the activities of, contest or otherwise protect restrict in any way, any Indemnified Party without the prior consent of that Indemnified Party (which consent may be withheld in the sole discretion of that Indemnified Party) and (ii) if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised in writing by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and a timely manner against copy of any mattersuch written advice is provided to the Indemnifying Party, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party, and, on its written notification of that employment, the Indemnifying Party shall not have the right to assume or continue the defense of such action on behalf of the Indemnified Party. (c) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article VIII, (B) elects not to defend the Indemnified Party pursuant to this Article VIII or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to this Article VIII or (ii) elects to defend the Indemnified Party pursuant to this Article VIII but fails diligently and promptly to prosecute or settle the Third Party Claim, then the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have full control of such defense and proceedings. Notwithstanding the right foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect a settlement or compromise over that the objection Indemnifying Party disputes its potential liability to the Indemnified Party under this Article VIII and if that dispute is resolved in favor of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith shall not be required to indemnify the Indemnified Party for any Damages or (ii) Damage Claims that would otherwise be deemed to be an Indemnified Loss, or to bear the costs and expenses of the Indemnified Party's defense pursuant to this Section 8.5 or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party shall reimburse the Indemnifying Party has assumed in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection with any such participation and any litigation or other proceeding relating to the resolution of any such dispute. The Indemnifying Party may participate in, but not control, any defense from or settlement controlled by the Indemnified PartyParty pursuant to this Section 8.5(c), and the Indemnifying Party shall bear its own costs and expenses with respect to that participation. (d) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party waives any right shall transmit to indemnity thereforthe Indemnifying Party a written notice (the "INDEMNITY NOTICE") describing in reasonable detail the nature of the claim, an estimate of the amount of Damages attributable to that claim to the extent feasible (which estimate shall not be conclusive of the final amount of that claim) and the basis of the Indemnified Party's request for indemnification under this Agreement. If the Indemnifying Party undertakes the defense of such matters, does not notify the Indemnified Party shall not, so long as in writing within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party does not abandon disputes the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred claim specified by the Indemnified Party in connection with the defense thereof Indemnity Notice, that claim shall be deemed a liability of the Indemnifying Party hereunder. If the Indemnifying Party has timely disputed that claim, as provided above, that dispute shall be resolved through litigation; provided, that upon either party receiving an Indemnity Notice, but prior to a party initiating litigation against the other than party (unless such initiation is required to prevent the reasonable costs expiration of investigation undertaken the applicable survival periods set forth in Section 10.10), Buyer and Seller agree to cause their respective senior managements to meet to attempt in good faith to reach a settlement on the disputed claim. If the parties do not reach a settlement of that dispute within thirty (30) days after notice of that dispute is given, the parties may proceed to litigation. (e) Payments of all amounts owing by an Indemnifying Party pursuant to this Article VIII relating to a Third Party Claim shall be made within thirty (30) days after the Indemnified latest of (i) the settlement of that Third Party with Claim, (ii) the prior written consent expiration of the period for appeal of a final adjudication of that Third Party Claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement in respect of that Third Party Claim. Payments of all amounts owing by an Indemnifying Party pursuant to Section 8.5(d) shall be made within thirty (30) days after the later of (i) the expiration of the thirty (30) day Indemnity Notice period, (ii) the expiration of the period for appeal of a final adjudication of that claim or (iii) the expiration of the period for appeal of a final adjudication of the Indemnifying Party's liability to the Indemnified Party under this Agreement in respect of that claim.

Right to Defend. Upon receipt of 13.4-1 Any party to be indemnified pursuant to this Agreement (the "Indemnified Party") shall give notice in writing (a "Claim Notice") to the other party (the "Indemnifying Party") as soon as is reasonably possible, of any matter claims or possible claims asserted by third parties for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall may be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofliable; provided, however, that no delay on the part of the Indemnified Party must send in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is actually and materially prejudiced. The Claim Notice shall provide details with reasonable specificity, and the Indemnified Party shall respond on a written notice timely basis to the Indemnifying Party's reasonable requests for further information. 13.4-2 The Indemnifying Party, if it intends to dispute such claim, shall notify the Indemnified Party in writing ("Dispute Notice") as soon as possible following receipt of the Claim Notice and in any event, within not more than twenty-one (21) days following the date on which the Claim Notice is delivered. The Indemnifying Party shall then be entitled, at its sole expense to conduct all negotiations, to contest any such proposed settlement claim, and to commence, defend, and carry on actions and proceedings on behalf of and in the name of the Indemnified Party and to settle (subject to receipt of the Indemnified Party's approval which shall not be unreasonably withheld or compromise, which settlement or compromise delayed) any such claim as the Indemnifying Party may rejectdetermine is appropriate. If the Indemnifying Party settles any dispute, action, or proceeding in its reasonable judgment, within ten (10) days of receipt respect of such notice. Failure to reject such notice within such ten (10) day period claim, the Indemnifying Party shall be deemed an acceptance ensure, through the provision of such settlement releases or compromise. The adequate security, that the Indemnified Party shall have no liability in respect of such settled dispute, action or proceeding. 13.4-3 The Indemnifying Party, upon giving a Dispute Notice, shall be required to conduct all negotiations, actions, and proceedings in good faith, with due diligence, and without causing any materially adverse effect upon the right to effect a settlement business, property or compromise over the objection assets of the Indemnifying Indemnified Party; provided, that if (i) . 13.4-4 The Indemnified Party will reasonably cooperate with the Indemnifying Party is contesting such claim in good faith or (ii) any negotiations, disputes, actions, and proceedings. If, however, the Indemnified Party shall be unable to obtain timely instructions from the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right shall be entitled to indemnity therefor. deal with the same in such manner as it, in the reasonable exercise of its judgment, deems appropriate. 13.4-5 If the Indemnifying Party undertakes fails to give a Dispute Notice within the time required with respect to a particular Claim Notice, or having given a Dispute Notice shall abandon the defense or contest of such mattersthe claim (otherwise than in connection with a settlement thereof), the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from conduct all negotiations with respect to the Indemnifying Party claims described in the Claim Notice, to dispute and contest any such claims and to commence, defend, and carry on legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent proceedings on its own behalf and to settle (subject to receipt of the Indemnifying Party's approval which shall not be unreasonably withheld or delayed) such disputes.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defenddefend against such suit, contest action, investigation, claim, or otherwise protect against any such matter proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense a defence thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect defend in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest contest, or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party includingParty, without limitation, including reasonable attorneys' fees, disbursements fees and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, . In the event that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense defence of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense defence thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party. No settlement to be entered into by the Indemnified Party or the Indemnifying Party shall be executed unless the terms thereof include an unconditional release of the other party unless the other party consents thereto.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, proceeding or claim for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against assume control of the defense of any such matter suit, action, investigation, proceeding or claim at its own cost and expense, and to settle or compromise such suit, action, investigation, proceeding or claim in its discretion, subject to the consent of the Indemnified Party must cooperate in any such defense Party, which consent will not be unreasonably withheld or other actiondelayed. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, proceeding or claim, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party Party, including, without limitation, reasonable fees of attorneys' fees, consultants and technical representatives, disbursements and all amounts paid as a result of such suit, action, investigation, proceeding or claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of 69 -63- any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partythereof.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Indemnified Party shall be entitled have the option of electing to defend, contest or otherwise protect against any such matter at its own cost suit, action, investigation, claim or proceeding, with the costs and expenseexpenses of such defense to be borne by the Indemnifying Party, and the Indemnified Indemnifying Party must cooperate in any such defense or other action. The Indemnified Indemnifying Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Indemnified Party shall be entitled to control the defense unless otherwise determined by the Indemnified Party has relieved or if the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Indemnified Party fails to assume defense of the matter. In the event the Indemnifying Indemnified Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Indemnifying Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, and recover the reasonable cost thereof from the Indemnifying Party shall pay all costs thereof, including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Indemnifying Party must send a written notice to the Indemnifying Indemnified Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Indemnified Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, provided that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party upon the election of the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters upon the election of the Indemnified Party, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified PartySubject to the provisions hereof, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled elect to control the defense unless of any Third-Party Claim utilizing legal counsel of its choice, at its expense, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnified Party has relieved given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from liability with respect and against any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the particular matter or full extent required hereunder (subject to the limitations set forth in Section 9.1) and with no reservation of rights, (ii) the Third Party Claim (A) involves money damages in an amount that would not reasonably be expected to result in Damages in excess of the portion of the Escrow Amount that remains in escrow (taking into account any other then pending Indemnification Claims that may impact the Escrow Amount) on the date that the Indemnifying Party fails provides notice to assume the Indemnified Party of its election to control the defense of the matterThird-Party Claim and (B) does not seek an injunction or other equitable relief against the Company or its Affiliates, (iii) the Third-Party Claim does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, and (iv) the Third-Party Claim has not been asserted directly by or on behalf of a Person that is a material supplier or customer of the Indemnified Party (the “Litigation Conditions”). In the event the The Indemnifying Party shall fail (a) forfeit the right to defendcontrol and appoint lead counsel for such defense of any Third-Party Claim if, contest or otherwise protect in a timely manner against at any mattertime after assuming the defense thereof, the Litigation Conditions are no longer satisfied. Notwithstanding the foregoing, the Indemnified Party shall have be entitled to participate in any such defense with separate counsel at the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from expense of the Indemnifying Party includingif: (i) so requested by the Indemnifying Party to participate; or (ii) in the reasonable opinion of counsel to the Indemnified Party, without limitation, reasonable attorneys' fees, disbursements an actual conflict exists between the Indemnified Party and all amounts paid as a result of the Indemnifying Party that would make such suit, action, investigation, claim separate representation advisable or proceeding there is available one or more legal defenses to the compromise or settlement thereofIndemnified Party which are not available to the Indemnifying Party; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of shall only be required to pay for one such counsel for all Indemnified Parties in connection with any Third-Party Claim (plus one local counsel in each jurisdiction for which such proposed settlement or compromise, which settlement or compromise counsel is necessary in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection opinion of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from primary counsel to the Indemnified Party); and provided, the further that an Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of may engage more than one such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partycounsel at its own expense.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Parent or the Surviving Corporation is the Indemnified Party for any actual or threatened claim or demand by any third party, Parent and the Surviving Corporation shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Parent and the Surviving Corporation agree to reasonably cooperate with the Company or Shareholders with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 10.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent the Company is the Indemnified Party for any actual or threatened claim or demand by any third party, the Company shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that the Company agrees to reasonably cooperate with the Stockholders with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt If the facts giving rise to any claim for indemnification shall involve any actual or threatened action or demand by any third party against the indemnified party or any of notice of any matter for which indemnification might be claimed by an Indemnified Partyits affiliates, the Indemnifying Party indemnifying party or parties shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, indemnified party's right to participate at its own expense in defense thereof by through counsel of its own choosing), but at their expense and through a single counsel of their own choosing, to defend or prosecute such claim in the Indemnifying Party name of the indemnifying party or parties, or any of them, or if necessary, in the name of the indemnified party. In any event, the indemnified party shall give the indemnifying party advance written notice of any proposed compromise or settlement of any such claim. If the remedy sought in any such action or demand is solely money damages, the indemnifying party shall have fifteen (15) days after receipt of such notice of settlement to object to the proposed compromise or settlement, and if it does so object, the indemnifying party shall be required to undertake, conduct and control, though counsel of its own choosing and at its sole expense, the settlement or defense thereof, and the indemnified party shall cooperate with the indemnifying party in connection therewith. The Buyer shall be entitled to control set-off against the defense unless Notes, the Indemnified Party has relieved Consulting Agreement and/or the Indemnifying Party from liability with respect to the particular matter Real Estate Leases for all claims, losses, expenses and costs of indemnification or the Indemnifying Party fails to assume defense for breach of any of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same Sellers' and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromiseShareholder's covenants contained herein. The Indemnified Party Sellers' and the Shareholder's representations and warranties in SECTION 2.20 in EXHIBIT A hereto shall have expire on the right to effect a settlement or compromise over the objection fifth anniversary of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforClosing Date. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent All of the Indemnifying Partyother Sellers' and Shareholder's representations and warranties shall survive the Closing.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action, including the assertion of any counterclaim or crossclaim. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event If the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) 30 days of its receipt of such written notice. Failure A failure by the Indemnifying Party to reject such notice settlement or compromise within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified PartyParty and the Indemnifying Party has a net worth in excess of the amount being sought, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying PartyParty and other than such amounts incurred where a conflict of interest is reasonably determined to exist by the Indemnified Party such that more than one legal counsel is reasonably needed.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Indemnified Party shall be entitled have the option of electing to defend, contest or otherwise protect against any such matter at its own cost suit, action, investigation, claim or proceeding, with the costs and expenseexpenses of such defense to be borne by the Indemnifying Party, and the Indemnified Indemnifying Party must cooperate in any such defense or other action. The Indemnified Indemnifying Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Indemnified Party shall be entitled to control the defense unless otherwise determined by the Indemnified Party has relieved or if the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Indemnified Party fails to assume defense of the matter. In the event the Indemnifying Indemnified Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Indemnifying Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, and recover the reasonable cost thereof from the Indemnifying Party shall pay all costs thereof, including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Indemnifying Party must send a written notice to the Indemnifying Indemnified Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Indemnified Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party upon the election of the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters upon the election of the Indemnified Party, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Seller Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying Parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Section reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedParties under this Section, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The Parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of notice of any matter In the event a party hereto elects to take responsibility for which indemnification might be claimed by an Indemnified defending either a Stockholder Disputed Claim or Buyer Disputed Claim pursuant to Section 13.d hereof, such party (the “Indemnifying Party, the Indemnifying Party ”) shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the other party (the “Indemnified Party Party”) must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense (but shall keep the Indemnified Party informed as to the progress of the case and, if requested by the Indemnified Party, shall consult with the Indemnified Party as to the defenses intended to be asserted, the litigation strategies intended to be implemented and the settlement terms intended to be offered) unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event both the Indemnifying Party and Indemnified Party are parties to the action, the Indemnifying Party shall take immediate steps to attempt to have the applicable arbitor dismiss Indemnified Party from such action. If the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any monetary compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, party including reasonable attorneys' ’ fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect defend the Indemnified Person against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Person acknowledges in writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder; provided, further, that, if after the Indemnifying Person acknowledges its unqualified obligation to indemnify the Indemnified Person and assumed the defense of such Third Party Claim, (A) new allegations or claims are asserted as part of such Third Party Claim, or (B) the original Third Party Claim is otherwise amended in a settlement or compromise over manner that materially increases the objection indemnification obligations of the Indemnifying Party; providedPerson under such Third Party Claim (including by reason of new facts having been discovered or being alleged), that if (i) then, in each such case, the Indemnifying Person shall either (I) notify the Indemnified Person of such changes to the original Third Party is contesting Claim, within fifteen (15) days of such claim changes, and turn over the defense of the Third Party Claim to the Indemnified Person, in good faith which case the Indemnifying Person shall be deemed not to have acknowledged its obligation to indemnify the Indemnified Person (except to the extent all or any portion of the original Third Party Claim has already been determined, compromised or settled), or (I) continue to defend such Third Party Claim, in which case the Indemnifying Person shall be deemed to have acknowledged its obligation to indemnify the Indemnified Person with respect to such Third Party Claim as so changed, (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) the Third Party Claim has assumed a reasonable likelihood of resulting in indemnifiable Losses that would result in the Cap being exceeded or does not have a reasonable likelihood of resulting in indemnifiable Losses that would result in the Basket being exceeded; or (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (vi) the Third Party Claim does not involve a supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vii) the Third Party Claim does not involve a class action lawsuit and (viii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (A) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (B) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 10.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Shareholder, Parent and Buyer shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified PartyIf a Third Party Claim is made, the Indemnifying Party --------------- indemnifying party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expenseexpense to participate in the defense thereof and, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligationif it so chooses, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to assume and control the defense unless thereof with counsel selected by the Indemnified Party has relieved the Indemnifying Party from liability with respect indemnifying party and reasonably acceptable to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; providedindemnified party provided further, however, that if an order, injunction or -------- ------- ------- other non-monetary relief against the Indemnified Party must send a written notice to indemnified person is being sought, then the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party indemnified person may reject, at its expense employ separate counsel and participate in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes and direct the defense of such mattersmatter to the extent necessary to protect its interest with respect to such relief. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the Indemnified Party indemnifying party shall not, so long as not be liable to the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any indemnified party for legal or other expenses subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereof other than such expenses incurred to the extent necessary to protect the interest of the indemnified party with respect to non-monetary relief. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ at its own expense counsel not reasonably objected to by the indemnifying party separate from the counsel employed by the indemnifying party, it being understood that under such circumstances the indemnifying party shall (except with respect to non-monetary relief sought against the indemnified party) control such defense and shall be empowered to make any settlement with respect to such Third Party Claim, subject to the remaining terms of this Section 9.4.2. The indemnifying party shall be liable for the reasonable costs fees and expenses of investigation undertaken counsel employed by the Indemnified indemnified party for any period during which the indemnifying party has not so assumed the defense thereof (other than the period prior to the day on which the indemnified party gives notice of the Third Party Claim as provided above). All the parties hereto shall cooperate and shall cause their Affiliates to cooperate in the defense or prosecution of any Third Party Claim and shall keep the other parties hereto reasonably informed of the status thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on any basis reasonably requested by the indemnifying party to provide additional information and explanation of any material provided hereunder or otherwise relating to the Third Party Claim. Whether or not the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnifying party's prior written consent, such consent not to be unreasonably withheld or delayed. If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party shall agree to any settlement, compromise or discharge of such Third Party Claim that the indemnifying party may recommend if such settlement, compromise or discharge would only result in the entry of a monetary judgment for which the indemnified party is fully indemnified hereunder; any other settlement, compromise or discharge shall require the prior written consent of the Indemnifying Partyindemnified party.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim 30 without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Parent or the Surviving Corporation is the Indemnified Party for any actual or threatened claim or demand by any third party, Parent and the Surviving Corporation shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Parent and the Surviving Corporation agree to reasonably cooperate with the Company or Shareholders with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent the Selling Group is the Indemnified Party for any actual or threatened claim or demand by any third party, the Selling Group shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that the Selling Group agrees to reasonably cooperate with Buyer with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt A. Each indemnified party hereunder agrees that promptly upon its discovery of facts giving rise to a claim for indemnity hereunder (a "Claim"), it will give prompt notice thereof to the indemnifying party, together with a statement of such information respecting any of such facts as it may have and a formal demand for indemnification. The Indemnifying party shall not be obligated to indemnify the indemnified party with respect to any Claim if the indemnified party knowingly fails to notify the indemnifying party in sufficient time to permit the indemnifying party to defend against such matter for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party and to make a timely response thereto. B. The indemnifying party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expenseexpense to contest and defend by all appropriate legal proceedings any Claim with respect to which they are called upon to indemnify the indemnified party; provided, that notice of the intention so to contest shall be delivered by the indemnifying party to indemnified party within 20 days after the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Claim. Any such contest may be conducted in the name and on behalf of the Indemnified Party must cooperate in any such defense indemnifying party or other actionthe indemnified party as may be appropriate. The Indemnified Party indemnified party shall have the right, right but not the obligation, obligation to participate at its own expense in defense thereof such proceedings and to be represented by counsel of its own choosingchoosing at its sole cost and expense. C. If requested by the indemnifying party, but the Indemnifying Party indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Claim, or any cross-complaint against any person, and the indemnifying party will reimburse the indemnified party for any expenses it incurs by so cooperating. The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be entitled present at, and to control participate in, conferences with all persons asserting any Claim against the defense unless indemnified party or conferences with representatives of or counsel for such persons. D. The indemnified party shall take no action which would prejudice the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume indemnifying party's defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice matter giving rise to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect defend the Indemnified Person against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Person acknowledges in writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder; provided, further, that, if after the Indemnifying Person acknowledges its unqualified obligation to indemnify the Indemnified Person and assumed the defense of such Third Party Claim, (A) new allegations or claims are asserted as part of such Third Party Claim, or (B) the original Third Party Claim is otherwise amended in a settlement or compromise over manner that materially increases the objection indemnification obligations of the Indemnifying Party; providedPerson under such Third Party Claim (including by reason of new facts having been discovered or being alleged), that if (i) then, in each such case, the Indemnifying Person shall either (I) notify the Indemnified Person of such changes to the original Third Party is contesting Claim, within fifteen (15) days of such claim changes, and turn over the defense of the Third Party Claim to the Indemnified Person, in good faith which case the Indemnifying Person shall be deemed not to have acknowledged its obligation to indemnify the Indemnified Person (except to the extent all or any portion of the original Third Party Claim has already been determined, compromised or settled), or (I) continue to defend such Third Party Claim, in which case the Indemnifying Person shall be deemed to have acknowledged its obligation to indemnify the Indemnified Person with respect to such Third Party Claim as so changed, (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) the Third Party Claim has assumed a reasonable likelihood of resulting in indemnifiable Losses that would result in the Cap being exceeded or does not have a reasonable likelihood of resulting in indemnifiable Losses that would result in the Basket being exceeded; or (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (vi) the Third Party Claim does not involve a supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vii) the Third Party Claim does not involve a class action lawsuit and (viii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (A) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (B) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 9.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Transferors and Acquiror shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding, at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect a settlement or compromise over defend the objection of Indemnified Person against the Indemnifying Party; Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that if (i) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party is contesting such claim in good faith or Claim and fulfill its indemnification obligations hereunder, (ii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person, (iv) the Third Party Claim does not involve a then-current supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof, (v) the Third Party Claim does not involve a class action lawsuit and (vi) the Indemnifying Party has assumed Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with single counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such single counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (x) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (y) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of such counsel to the Indemnified Party waives any right to indemnity thereforPerson. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 10.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Shareholders and Buyer shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Seller is the Indemnified Party for any actual or threatened claim or demand by any third party, Seller shall have the right to control the prosecution of any counterclaim 17 or right related to such a claim or demand, provided that Seller agrees to reasonably cooperate with Shareholder with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of notice of (a) If the facts giving rise to any matter claim for which indemnification might be claimed under this Article XVI shall involve any actual claim or demand by any third person against a Data443 Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an “Indemnified Party”), the Indemnifying Party indemnifying party shall be entitled to defend, contest or otherwise protect against any written notice of such matter at its own cost and expense, and claim from the Indemnified Party must cooperate in any within fifteen (15) days after the Indemnified Party received notice of such defense or other actionthird party claim. The indemnifying party shall be entitled to (without prejudice to the right of any Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by with counsel if its own choosing) defend or prosecute such claim at its own expense and through counsel of its own choosing, but choosing if it gives written notice of its intention to do so no later than the Indemnifying Party be entitled to control time by which the defense unless interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice. However, if the defendants in any action shall include both the indemnifying party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded, based on the advice of counsel, that counsel selected by the indemnifying party has relieved a conflict of interest because of the Indemnifying Party from liability with respect availability of different or additional defenses to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matterIndemnified Party, the Indemnified Party shall have the right, but not right to select separate counsel to participate in the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result defense of such suitaction on its behalf, action, investigation, claim or proceeding or at the compromise or settlement thereof; provided, however, that expense of the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromiseindemnifying party. The Indemnified Party shall have cooperate fully in the right to effect a settlement or compromise over the objection defense of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim and shall make available to the indemnifying party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in good faith or (ii) this Article XVI, for all costs and expenses incurred by it in connection therewith. If the Indemnifying Indemnified Party has assumed the defense from the Indemnified Partyof any third party claim, the Indemnified Party waives it shall not enter into any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with settlement without the prior written consent of the Indemnifying indemnifying party, which consent shall not unreasonably be withheld. If the indemnifying party has assumed the defense of any third party claim, it shall not enter into any settlement without the prior written consent of the Indemnified Party, which consent shall not unreasonably be withheld, conditioned or delayed. (b) Any claim by an Indemnified Party on account of a Loss which does not result from a third party claim (a “Direct Claim”) shall be asserted by the Indemnified Party by giving the indemnifying party written notice thereof with fifteen (15) days after the Indemnified Party becomes aware of such Direct Claim. The failure of the Indemnified Party to give such prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations hereunder, except and only to the extent that the indemnifying party is materially prejudiced by reason of such failure. The indemnifying party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the indemnifying party to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the indemnifying party’s investigation by giving such information and assistance as reasonably requested. If the indemnifying party does not so respond within such thirty (30) day period, the indemnifying party shall be deemed to have rejected such Direct Claim. If the indemnifying party rejects all or any part of a Direct Claim, the Parties shall attempt in good faith for thirty (30) days to resolve such Direct Claim. If no such agreement can be reached through good faith negotiation within such thirty (30) day period, either Party may commence a legal proceeding in accordance with Section 3.3.3 of this Agreement.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity indemnity. therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.the

Right to Defend. Upon receipt If any claim is brought against a Party, then the other Party shall be entitled to participate in, and, unless a conflict of notice interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnitee in accordance with this Section 24.5. An Indemnitee shall provide Notice to the Indemnifying Party, within *** after receiving Notice of the commencement of any matter for legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification might may be claimed sought pursuant to the foregoing provisions of this Article 24 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”). The Indemnitee's failure to give, or tardiness in giving, such Claim Notice will reduce the liability of the Indemnifying Party only by an Indemnified the amount of damages attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnifying Party from any liability that it may have under this Agreement. If the Indemnifying Party assumes the defense, the Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnifying Party agrees otherwise; provided that if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnifying Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost requires that the same counsel represent both the Indemnitee and expensethe Indemnifying Party, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof representation of both parties by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise counsel would be inappropriate due to actual or settlement thereof and recover potential differing interests between them, then the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party Indemnitee shall have the right to effect a settlement or compromise over retain its own counsel at the objection cost and expense of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes does not assume the defense of the Indemnitee, does not diligently prosecute such defense, or if a conflict precludes counsel for Indemnifying Party from providing the defense, then the Indemnitee shall have the absolute right to control the defense of such mattersclaim and the fees and expenses of such defense, including reasonable attorneys' fees of the Indemnified Party Indemnitee's counsel, reasonable costs of investigation, court costs and other costs of suit, arbitration, dispute resolution or other proceeding, and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall notbe borne by the Indemnifying Party, so long as provided that the Indemnifying Party does shall be entitled, at its expense, to participate in (but not abandon the control) such defense thereof, be entitled to recover from and the Indemnifying Party shall reimburse the Indemnitee on a monthly basis for such costs and expenses. Subject to all of the foregoing provisions of this Section 24.5 as between the Parties, the Indemnifying Party shall control the settlement of all claims, in coordination with any legal insurer as required under the applicable insurance policies in Article 23 as to which it has assumed the defense; provided that to the extent the Indemnifying Party, in relation to such insurer, controls settlement: (a) such settlement shall include a dismissal of the claim and an explicit release from the party bringing *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. such claim or other expenses subsequently incurred by proceedings of all Indemnitees; and (b) the Indemnified Indemnifying Party shall not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld or delayed; provided further that except as provided in connection with the preceding sentence concerning the Indemnifying Party's failure to assume or to diligently prosecute the defense thereof other than of any claim, no Indemnitee seeking reimbursement pursuant to the reasonable costs of investigation undertaken by the Indemnified Party with foregoing indemnity shall, without the prior written consent of the Indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. Other than as provided in this Section 24.5, Indemnifying Party shall not settle any claim without the prior written approval of the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall provide reasonable assistance to the Indemnifying Party when the Indemnifying Party so requests, at the Indemnifying Party's expense, in connection with such legal action or claim, including executing any powers-of-attorney or other documents required by the Indemnifying Party with regard to the defense or indemnity obligations.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect defend the Indemnified Person against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Person acknowledges in writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder; provided, further, that, if after the Indemnifying Person acknowledges its unqualified obligation to indemnify the Indemnified Person and assumed the defense of such Third Party Claim, (A) new allegations or claims are asserted as part of such Third Party Claim, or (B) the original Third Party Claim is otherwise amended in a settlement or compromise over manner that materially increases the objection indemnification obligations of the Indemnifying Party; providedPerson under such Third Party Claim (including by reason of new facts having been discovered or being alleged), that if (i) then, in each such case, the Indemnifying Person shall either (1) notify the Indemnified Person of such changes to the original Third Party is contesting Claim, within fifteen (15) days of such claim changes, and turn over the defense of the Third Party Claim to the Indemnified Person, in good faith which case the Indemnifying Person shall be deemed not to have acknowledged its obligation to indemnify the Indemnified Person (except to the extent all or any portion of the original Third Party Claim has already been determined, compromised or settled), or (2) continue to defend such Third Party Claim, in which case the Indemnifying Person shall be deemed to have acknowledged its obligation to indemnify the Indemnified Person with respect to such Third Party Claim as so changed, (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party has assumed Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (v) the Third Party Claim does not involve a supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vi) the Third Party Claim does not involve a class action lawsuit and (vii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (x) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (y) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 10.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Members and Parent shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholder Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by it by giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within forty-five (45) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Shareholders are the Indemnified Parties for any actual or threatened claim or demand by any third party, Shareholders shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Shareholders agree to reasonably cooperate with Buyer with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter claim for which indemnification might be claimed under this Article 9 shall involve any actual claim or demand by any third person against a Buyer Indemnified Party or a Seller Indemnified Party (cumulatively referred to hereinafter as an “Indemnified Party”), the indemnifying party (the “Indemnifying Party Party”) shall be entitled to defend, contest or otherwise protect against notice of and entitled to (without prejudice to the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by with counsel of its own choosing) defend or prosecute such claim at its own expense and through counsel of its own expense and through counsel of its own choosing if it gives written notice of its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice. However, but if the defendants in any action shall include both the Indemnifying Party be entitled to control and the defense unless Indemnified Party, and the Indemnified Party has relieved shall have reasonably concluded that the Indemnifying Party from liability with respect has a conflict of interest because of the availability of different or additional defenses to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matterIndemnified Party, the Indemnified Party shall have the rightright to select separate counsel to participate in the defense of such action on its behalf, but not at the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from expense of the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromiseParty. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim cooperate fully in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party claim and shall not, so long as make available to the Indemnifying Party does not abandon the defense thereofpertinent information under its control relating thereto, but shall be entitled to recover from the Indemnifying Party any legal or other be reimbursed, as provided in this Article 9, for all costs and expenses subsequently incurred by the Indemnified Party it in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partytherewith.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified PartySubject to Section 8.3(b)(i) — (iv), the Indemnifying Party shall be entitled may elect to compromise or defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by and with counsel of its own choosingreasonably satisfactory to the Indemnitee, but any Asserted Liability, and if the Indemnifying Party be entitled so elects to control the defense unless the Indemnified Party has relieved compromise or defend, the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a control the defense of such Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within fifteen (15) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party does not initially elect within fifteen (15) days, the Indemnifying Party may later elect to compromise or defend such Asserted Liability on the giving of five (5) calendar days notice of its intention to do so to the Indemnitee and the Indemnitee shall cooperate in the compromise of, or defence against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and the Indemnitee shall have the right to control the defense of such Asserted Liability. Notwithstanding the foregoing, (i) the Indemnifying Party may settle or compromise any Asserted Liability, provided, that such settlement or compromise does not result in any liability to, restriction on, or admission of, the Indemnitee, and (ii) if the Indemnifying Party is not defending an Asserted Liability, the Indemnitee shall, if and whenever reasonably requested, provide the Indemnifying Party with regular updates on the status of the Asserted Liability; (iii) if the Indemnifying Party is not defending an Asserted Liability, the Indemnitee may not settle or compromise such claim without first giving the Indemnifying Party at least fifteen (15) calendar days advance written notice of an intended settlement or compromise; (iv) provided that the Indemnifying Party is defending an Asserted Liability at its own expense, the Indemnitee may not settle or compromise such claim over the objection of the Indemnifying Party; provided. In any event, that if (i) the Indemnifying Party is contesting such claim Indemnitee may participate, at its own expense, in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforof such Asserted Liability. If the Indemnifying Party undertakes the defense of such matterschooses to defend any claim, the Indemnified Party Indemnitee shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled make available to recover from the Indemnifying Party any legal books, records or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partydocuments within its control that are necessary or appropriate for such defense.

Right to Defend. Upon receipt If the facts giving rise to any claim for indemnification shall involve any actual or threatened action or demand by any third party against the indemnified party or any of notice of any matter for which indemnification might be claimed by an Indemnified Partyits Affiliates, except as otherwise provided in this Section 9.3, the Indemnifying Party indemnifying party or parties shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, indemnified party’s right to participate at its own expense in defense thereof by through counsel of its own choosing), but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense at their expense and through counsel of the matter. In the event the Indemnifying Party shall fail to defendtheir own choosing, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a upon written notice to the Indemnifying Party of any such proposed settlement or compromiseindemnified party, which settlement or compromise and using counsel reasonably satisfactory to the Indemnifying Party may rejectindemnified party, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting defend such claim in good faith the name of the indemnifying party or (ii) parties, or any of them, or if necessary, in the Indemnifying Party name of the indemnified party, provided that the indemnifying party has assumed unconditionally acknowledged to the defense from indemnified party in writing its obligation to indemnify the Indemnified Party, the Indemnified Party waives Persons to be indemnified hereunder with respect to such third person claim and to discharge any right to indemnity therefor. If the Indemnifying Party undertakes the defense cost or expense arising out of such mattersinvestigation, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal contest or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with settlement. The indemnifying party must obtain the prior written consent of the Indemnifying Party.indemnified party (which will not be unreasonably withheld) prior to entering into any settlement of any claim or proceeding or ceasing to defend any claim or Proceeding unless the proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief on the indemnified party. Notwithstanding anything to the contrary in this Agreement, in connection with any third party claim, the indemnifying party shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the indemnified party if the indemnified party shall reasonably conclude that (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the indemnified party; (iii) the indemnified party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the indemnified party’s reputation or future business prospects; (iv) upon petition by the indemnified party, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend such claim; (v) there is a threat of any relief other than solely monetary damages being granted, (vi) in the opinion of the indemnified party’s legal counsel, there is a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such third party claim or (vii) there are specific defenses available to the indemnified party which are different from or additional to those available to the indemnifying party and which could be materially adverse to the indemnifying party

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect defend the Indemnified Person against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Person acknowledges in writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder; provided, further, that, if after the Indemnifying Person acknowledges its unqualified obligation to indemnify the Indemnified Person and assumed the defense of such Third Party Claim, (A) new allegations or claims are asserted as part of such Third Party Claim, or (B) the original Third Party Claim is otherwise amended in a settlement or compromise over manner that materially increases the objection indemnification obligations of the Indemnifying Party; providedPerson under such Third Party Claim (including by reason of new facts having been discovered or being alleged), that if (i) then, in each such case, the Indemnifying Person shall either (1) notify the Indemnified Person of such changes to the original Third Party is contesting Claim, within fifteen (15) days of such claim changes, and turn over the defense of the Third Party Claim to the Indemnified Person, in good faith which case the Indemnifying Person shall be deemed not to have acknowledged its obligation to indemnify the Indemnified Person (except to the extent all or any portion of the original Third Party Claim has already been determined, compromised or settled), or (2) continue to defend such Third Party Claim, in which case the Indemnifying Person shall be deemed to have acknowledged its obligation to indemnify the Indemnified Person with respect to such Third Party Claim as so changed, (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party has assumed Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (v) the Third Party Claim does not involve a supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vi) the Third Party Claim does not involve a class action lawsuit and (vii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (x) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (y) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 10.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Members and Buyer shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an OHGI Indemnified Party or Members’ Indemnified Party (referred to herein as an “Indemnified Party”), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying Party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”). It is a condition precedent to the applicable indemnifying Party’s obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying Party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying Party of its or his obligation to indemnify for such claim only to the extent that such indemnifying Party has been prejudiced by an such Indemnified Party, ’s failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying Party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the “Election to Defend”) to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying Party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying Party; and, provided further, if the defendants in any action include both the indemnifying Party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying Party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying Parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying Party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article X reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedParties under this Article X, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third-party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying Party undertakes receiving the defense Notice of Third Party Claim does not duly give the Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying Party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The Parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by Damages (including reasonable attorneys’ fees and expenses) related to such third-party claim resolved as provided above. The Members’ Representative shall have the Indemnified Party in connection with the defense thereof other than the reasonable costs right to act on behalf of, and to bind any Member for purposes of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.this Article X.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against an OHGI Indemnified Party or Shareholder Indemnified Party (referred to herein as an “Indemnified Party”), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the “Notice of Third Party Claim”). It is a condition precedent to the applicable indemnifying party’s obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, ’s failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the “Election to Defend”) to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third-party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney’s fees and expenses) related to such third-party claim resolved as provided above.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified PartySubject to Sections 7.3(b)(i) - (iv), the Indemnifying Party shall be entitled may elect to compromise or defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by and with counsel of its own choosingreasonably satisfactory to the Indemnitee, but any Asserted Liability, and if the Indemnifying Party be entitled so elects to control the defense unless the Indemnified Party has relieved compromise or defend, the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a control the defense of such Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within fifteen (15) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party does not initially elect within fifteen (15) days, the Indemnifying Party may later elect to compromise or defend such Asserted Liability on the giving of five (5) calendar days notice of its intention to do so to the Indemnitee and the Indemnitee shall cooperate in the compromise of, or defence against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and the Indemnitee shall have the right to control the defense of such Asserted Liability. Notwithstanding the foregoing, (i) the Indemnifying Party may settle or compromise any Asserted Liability, provided that such settlement or compromise does not result in any liability to, restriction on, or admission of, the Indemnitee; (ii) if the Indemnifying Party is not defending an Asserted Liability, the Indemnitee shall, if and whenever reasonably requested, provide the Indemnifying Party with regular updates on the status of the Asserted Liability; (iii) if the Indemnifying Party is not defending an Asserted Liability, the Indemnitee may not settle or compromise such claim without first giving the Indemnifying Party at least fifteen (15) calendar days advance written notice of an intended settlement or compromise; and (iv) provided that the Indemnifying Party is defending an Asserted Liability at its own expense, the Indemnitee may not settle or compromise such claim over the objection of the Indemnifying Party; provided. In any event, that if (i) the Indemnifying Party is contesting such claim Indemnitee may participate, at its own expense, in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforof such Asserted Liability. If the Indemnifying Party undertakes the defense of such matterschooses to defend any claim, the Indemnified Party Indemnitee shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled make available to recover from the Indemnifying Party any legal books, records or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partydocuments within its control that are necessary or appropriate for such defense.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim, or proceeding involving a Person who is not a Party for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest contest, or otherwise protect against any such matter suit, action, investigation, claim, or proceeding at its the Indemnifying Party's own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but and shall have the right to approve counsel selected by the Indemnifying Party be entitled and the right to control approve the defense unless settlement of any matter that does not include as a term and condition thereof the unconditional release of the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matterParty. In the event the Indemnifying Party shall fail to defend, contest contest, or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim, or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest contest, or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party includingParty, without limitation, including reasonable attorneys' fees, disbursements fees and all amounts paid as a result of such suit, action, investigation, claim claim, or proceeding or the compromise or settlement thereof; provided, however, . In the event that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the (a) The Indemnifying Party Person shall be entitled to defend, contest or otherwise protect against any assume and control the defense of such matter Third Party Claim at its own cost expense and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled choice if it gives notice of its intention to control the defense unless do so to the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense Person within ten (10) business days of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, receipt of such notice from the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofPerson; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party LVCI shall have the right to effect control the defense to the extent of any Third Party Claim seeking equitable relief or remedial action. Notwithstanding the foregoing, if there exists, under applicable standards of professional conduct a settlement or compromise over conflict between the objection positions of such parties on any significant issue that would make it inappropriate in the reasonable judgment of counsel for the Indemnified Person, for the same counsel to represent both the Indemnified Person and the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified PartyPerson, the Indemnified Person shall be entitled to retain its own counsel at the Indemnifying Person's sole expense, provided that the Indemnifying Person shall not be required to pay for more than one such counsel for all Indemnified Persons in connection with such Third Party waives any right to indemnity thereforClaim. If the Indemnifying Person elects not to defend or otherwise deal with any Third Party undertakes Claim which relates to any Losses indemnified against hereunder, fails to notify the defense Indemnified Person of its election as provided herein or contests its obligation to indemnify the Indemnified Person against such mattersLosses, the Indemnified Person may defend against, negotiate, settle or otherwise deal with such Third Party Claim, provided that any payment made by the Indemnified Person with respect to such Third Party Claim shall not, so long as in and of itself establish that the Third Party Claim is subject to indemnification or determine the amount of Losses with respect thereto. If the Indemnified Person defends any Third Party Claim, then the Indemnifying Person shall reimburse the Indemnified Person for the expenses of defending such Claim upon submission of periodic bills. (b) No such Third Party does not abandon the defense thereof, Claim may be entitled to recover from settled by the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with Person without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld if the Indemnified Person would not be unduly prejudiced); except that a Third Party Claim which does not involve allegations of criminal or fraudulent conduct by the Indemnified Person and seeks only nonexemplary damages against the Indemnified Person may be settled by the Indemnifying Party.Person if such settlement involves a complete release of the Indemnified Person from liability. Each Shareholder agrees for purposes hereof that the persons who previously held a majority of the Company Stock (or their successors and assigns) are authorized to act as agent for the Shareholders and shall be permitted to direct the defense of any LVCI Losses and to settle or otherwise resolve any LVCI Losses without the consent of any other Shareholders (including, without limitation, resolving any issues relating to recoupment under Section 10.7), and that any action taken by such persons shall be binding on all of the Shareholders, provided that such persons shall 44 50 not be entitled to defend, settle or resolve any LVCI Losses against a Shareholder arising from any representation or warranty made by such Shareholder pursuant to Article 5, Part B.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefortherefore. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter In the event a party hereto elects to take responsibility for which indemnification might be claimed by an Indemnified defending either a Stockholder Disputed Claim or Buyer Disputed Claim pursuant to Section 13.d hereof, such party (the "Indemnifying Party, the Indemnifying Party ") shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the other party (the "Indemnified Party Party") must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense (but shall keep the Indemnified Party informed as to the progress of the case and, if requested by the Indemnified Party, shall consult with the Indemnified Party as to the defenses intended to be asserted, the litigation strategies intended to be implemented and the settlement terms intended to be offered) unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event both the Indemnifying Party and Indemnified Party are parties to the action, the Indemnifying Party shall take immediate steps to attempt to have the applicable arbitor dismiss Indemnified Party from such action. If the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any monetary compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, party including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of Etc. (a) If the facts giving rise to any matter for which such indemnification might be claimed shall involve any actual Claim or demand by any third party against an Indemnified Party, the Indemnifying Party indemnifying party shall be entitled to defend, contest notice of and entitled to defend or otherwise protect against any prosecute such matter Claim at its expense and through counsel of its own cost and expense, and choosing if it advises the Indemnified Party must cooperate in writing of its intention to do so within thirty (30) days after notice of such Claim has been given to the indemnifying party (without prejudice to the right of any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing). Such Indemnified Party shall cooperate in the defense and/or settlement of such Claim, but the Indemnifying Party shall be entitled to control be reimbursed for all costs and expenses incurred by it in connection therewith. No settlement of any Claim may be made without the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense consent of the matter. In the event the Indemnifying Party shall fail to defendindemnifying party, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but which consent may not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofbe unreasonably withheld; provided, however, that if such indemnifying party has been offered the Indemnified Party must send a written notice opportunity to defend such Claim and has elected not to do so then settlement may be made without the Indemnifying Party consent of any such proposed settlement or compromisethe indemnifying party. (b) Notwithstanding Section 6.03(a) hereof, which settlement or compromise the Indemnifying Party may rejectif, in its the reasonable judgmentopinion of Buyer, within ten (10) days any Claim involves an issue or matter which could have a materially adverse effect on the business, operations, assets or prospects of receipt of Buyer, then, and in such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party event, Buyer shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed control the defense from or settlement of any such Claim. If Buyer should so elect to exercise such right, Buyer shall pay the Indemnified Partylegal expenses associated with such defense and the indemnifying party shall have the right at its sole expense to participate in, but not control, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense or settlement of such matters, Claim. No settlement of any such Claim may be made without the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyindemnifying party, which consent may not be unreasonably withheld.

Right to Defend. Upon Promptly after receipt by an indemnified ----------------------- party hereunder of notice of the commencement of any matter for action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party, in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any such liability other than under this Section 9 and shall only relieve it from any liability which indemnification might it may have to such indemnified party if such indemnifying party is prejudiced by such omission. In case any such action shall be claimed by an Indemnified Partybrought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the Indemnifying Party indemnifying party shall be entitled to defendparticipate in and, contest or otherwise protect against any to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such matter at its own cost and expenseindemnified party, and after notice from the Indemnified Party must cooperate in any indemnifying party to such defense or other action. The Indemnified Party shall have the right, but not the obligation, indemnified party under this Section 9 to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch effect, the Indemnified Party indemnifying party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party liable for any legal or other expenses subsequently incurred by the Indemnified Party such indemnified party in connection with the defense thereof other than the reasonable costs of investigation undertaken and of liaison with counsel so selected; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnified Party with the prior written consent of the Indemnifying Partyindemnifying party as incurred.

Right to Defend. Upon Subject to the terms of this Agreement, upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect a settlement or compromise over defend the objection of Indemnified Person against the Indemnifying Party; Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that if (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Party is contesting such claim Person acknowledges in good faith or writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder (with regard to any limitations set forth in this Article 11), (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party has assumed Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) Losses are reasonably expected not to exceed the amount for which the Indemnifying Person is liable hereunder, (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (vi) the Third Party Claim does not involve a supplier, franchisee, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vii) the Third Party Claim does not involve a class action lawsuit and (viii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (1) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (2) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to this Section 11.5, pay, compromise, or defend such Third Party shall notClaim and seek indemnification for any and all Losses based upon, so long as the Indemnifying arising from or relating to such Third Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must reasonably cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' ’ fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (ia) the Indemnifying Party is contesting such claim in good faith or (iib) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Party, the The Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the rightright to defend, but not compromise and settle any Third Party Claim in the obligation, name of the Indemnified Party to participate at its own expense in defense thereof by counsel of its own choosing, but the extent that the Indemnifying Party may be entitled liable to control the defense unless the Indemnified Party has relieved in connection therewith. The Indemnifying Party shall notify the Indemnified Party within ten (10) Business Days of having received written notice pursuant to this Section 15.04 of the Third Party Claim whether the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails elects to assume the defense of the matter. In the event the Indemnifying any such Third Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same Claim and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofemploy counsel; provided, ; however, that the Indemnified Party must send does not object to such counsel in a written notice to the Indemnifying Party reasonable exercise of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromisediscretion. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of employ its own counsel if the Indemnifying Party so elects to assume such defense, but the fees and expenses of such counsel shall be at the Indemnified Party; provided’s expense, that if unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party is contesting such claim in good faith or Party, (ii) the Indemnifying Party has assumed shall not have employed counsel to take charge of the defense from of such action prior to or promptly after electing to assume the defense thereof, or (iii) in the reasonable judgment of counsel to the Indemnified Party, as evidenced in writing, there is a reasonable basis for a possible conflict of interest between the Indemnified Party waives any right to indemnity therefor. If and the Indemnifying Party undertakes or there are defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such matters, action on behalf of the Indemnified Party Party), in any of which events said reasonable fees and expenses shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred borne by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partythe notice, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall Person will have the right to effect defend the Indemnified Person against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Person, provided, that (i) within thirty (30) days after the Indemnified Person has given notice of the Third Party Claim the Indemnifying Person acknowledges in writing to the Indemnified Person its unqualified obligation to indemnify the Indemnified Person as provided hereunder; provided, further, that, if after the Indemnifying Person acknowledges its unqualified obligation to indemnify the Indemnified Person and assumed the defense of such Third Party Claim, (A) new allegations or claims are asserted as part of such Third Party Claim, or (B) the original Third Party Claim is otherwise amended in a settlement or compromise over manner that materially increases the objection indemnification obligations of the Indemnifying Party; providedPerson under such Third Party Claim (including by reason of new facts having been discovered or being alleged), that if (i) then, in each such case, the Indemnifying Person shall either (I) notify the Indemnified Person of such changes to the original Third Party is contesting Claim, within fifteen (15) days of such claim changes, and turn over the defense of the Third Party Claim to the Indemnified Person, in good faith which case the Indemnifying Person shall be deemed not to have acknowledged its obligation to indemnify the Indemnified Person (except to the extent all or any portion of the original Third Party Claim has already been determined, compromised or settled), or (I) continue to defend such Third Party Claim, in which case the Indemnifying Person shall be deemed to have acknowledged its obligation to indemnify the Indemnified Person with respect to such Third Party Claim as so changed, (ii) the Indemnifying Person provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnifying Person will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) the Third Party Claim has assumed a reasonable likelihood of resulting in indemnifiable Losses that would result in the Cap being exceeded or does not have a reasonable likelihood of resulting in indemnifiable Losses that would result in the Basket being exceeded; or (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Person or have a material adverse effect on the Indemnified Person, (vi) the Third Party Claim does not involve a supplier, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Authority, (vii) the Third Party Claim does not involve a class action lawsuit and (viii) the Indemnifying Person conducts the defense from of the Third Party Claim actively and diligently. The Indemnifying Person will keep the Indemnified PartyPerson apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Person to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Person’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided, that if in the reasonable opinion of counsel to the Indemnified Person, (A) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (B) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party waives any right to indemnity thereforPerson in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Person elects not to or is not entitled to defend such Third Party undertakes Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Person may, subject to Section 10.5(c), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Transferors and Acquiror shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or cooperate with each other expenses subsequently incurred by the Indemnified Party in all reasonable respects in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified any Third Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of a notice of any matter for which indemnification might be claimed by an Indemnified Partya claim under this section 6 (a "Claim Notice"), the party obliged to provide an indemnity under this Agreement (the "Indemnifying Party Party") shall be entitled to defendpromptly assume the defense of, and contest or otherwise protect against any against, such matter suit, action investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The other party (the "Indemnified Party Party") shall have the right, but not the obligation, to participate at its own expense in the defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or in the Indemnifying Party fails to assume defense of event set out in the matternext sentence. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in within 10 days of the receipt of a timely manner Claim Notice against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and and, with the prior written approval of the Indemnifying Party, make any compromise or settlement thereof and subject to the limitations set out in sections 6.2 or 6.3, as the case may be, recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and including all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, thereof which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of was approved by the Indemnifying Party; provided. However, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, --------------- investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, including the right to invoke any arbitration proceeding available in the dispute. The Indemnified Party shall give the Indemnifying Party access to all records relating to such claim and will cooperate fully with the Indemnifying Party in the defense of such claim and will assign to the Indemnifying Party rights against third parties which might have responsibility to the Indemnified Party must cooperate in any for such defense or other actionclaim. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or matter. If the Indemnifying Party fails to assume defense of the matter. In matter by the event end of the Indemnifying Party shall fail Notice Period after receiving the notice, as set forth in Section 8.04, relating to defendany such suit, contest action, ------------ investigation, claim or otherwise protect in a timely manner against any matterproceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, with counsel of its choosing, and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided. However, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters after the Indemnified Party has began the defense, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partythereof.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' ’ fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforfaith. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Seller Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Section reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Section, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or Shareholders Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement retain its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Article reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Article, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the Damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the mattermatter or the Indemnifying Party has undertaken such defense but thereafter fails to continue to do so diligently and in good faith. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding or the Indemnifying Party has undertaken such defense but thereafter fails to continue to do so diligently and in good faith, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt of If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a DCS Indemnified Party or ▇▇▇▇▇ Indemnified Party (referred to herein as an "Indemnified Party"), then the Indemnified Party will give prompt written notice of any matter such claim to the indemnifying party, which notice shall set forth in reasonable detail the nature, basis and amount of such claim (the "Notice of Third Party Claim"). It is a condition precedent to the applicable indemnifying party's obligation to indemnify the applicable Indemnified Party for which indemnification might be claimed such claim that such Indemnified Party timely provide to such indemnifying party the applicable Notice of Third Party Claim, provided that the failure to provide such Notice of Third Party Claim shall only relieve such indemnifying party of its or his obligation to indemnify for such claim only to the extent that such indemnifying party has been prejudiced by an such Indemnified Party, 's failure to give the Indemnifying Notice of Third Party shall be entitled Claim as required. The indemnifying party receiving such Notice of Third Party Claim may (without prejudice to defend, contest or otherwise protect against the right of any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by through counsel of its own choosing, but the Indemnifying Party be entitled to control ) undertake the defense unless of such claims or actions at its expense with counsel chosen and paid by its giving written notice (the "Election to Defend") to the Indemnified Party has relieved within thirty (30) days after the Indemnifying date the Notice of Third Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofClaim is deemed received; provided, however, that the indemnifying party receiving the Notice of Third Party Claim may not settle such claims or actions without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed, except if the sole relief provided is monetary damages to be borne solely by the indemnifying party; and, provided further, if the defendants in any action include both the indemnifying party and the Indemnified Party, and the Indemnified Party must send shall have reasonably concluded that counsel selected by the indemnifying party has a written notice conflict of interest because of the availability of different or additional defenses to the Indemnifying parties, the Indemnified Party of any such proposed settlement or compromise, which settlement or compromise shall cooperate in the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt defense of such notice. Failure claim and shall make available to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The the indemnifying party pertinent information under its control relating thereto, but the Indemnified Party shall have the right to effect a settlement its own counsel and to control its defense and shall be entitled to be reimbursed for all reasonable costs and expenses incurred in such separate defense. In no event will the provisions of this Section reduce or compromise over lessen the objection obligations of the Indemnifying Party; providedparties under this Section, that if prior to the expiration of the foregoing thirty (i30) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Partyday notice period, the Indemnified Party waives furnishing the Notice of Third Party Claim responds to a third party claim if such action is reasonably required to minimize damages or avoid a forfeiture or penalty or because of any right to indemnity thereforrequirements imposed by law. If the Indemnifying indemnifying party receiving the Notice of Third Party undertakes Claim does not duly give the defense of Election to Defend as provided above, then it will be deemed to have irrevocably waived its right to defend or settle such mattersclaims, but it will have the right, at its expense, to attend, but not otherwise to participate in, proceedings with such third parties; and if the indemnifying party does duly give the Election to Defend, then the Indemnified Party shall notgiving the Notice of Third Party Claim will have the right at its expense, so long as the Indemnifying Party does to attend, but not abandon the defense thereofotherwise to participate in, such proceedings. The parties to this Agreement will not be entitled to recover from dispute the Indemnifying Party amount of any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the damages (including reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Partyattorney's fees and expenses) related to such third party claim resolved as provided above.

Right to Defend. (a) Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Indemnified Party shall be entitled have thirty (30) days from receipt to elect whether or not to defend, contest or otherwise protect against any such matter at its own cost suit, action, investigation, claim or proceeding, with the costs and expenseexpenses of such defense to be borne by the Indemnifying Party, and the Indemnified Indemnifying Party must cooperate in any such defense or other action; provided, however, that upon prompt written request by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall permit the Indemnifying Party to assume the defense with counsel reasonably satisfactory to the Indemnified Party upon (i) the Indemnified Party determining in its reasonable judgment that it is not reasonably likely that there will be additional or differing legal defenses among the parties with respect to the matter to be indemnified against or that the interests of the Indemnified Party and the Indemnifying Party will differ in the defense of such matter, and (ii) the Indemnifying Party providing evidence to the Indemnified Party in form and substance reasonably satisfactory to it of the Indemnifying Party's financial capacity to assume the cost and expenses of such defense in an adequate fashion and to provide indemnification against the claims being contested. The Such financial capacity shall be deemed satisfied if the Indemnifying Party presents evidence reasonably satisfactory to the Indemnified Party that it possesses net assets of an amount equal to or greater than the sum of the third party claims or amounts reasonably determined to be at issue and the anticipated costs and expenses of defending, contesting or otherwise protecting against the same. In the event the Indemnifying Party assumes the defense of such a matter, (i) such assumption must be effected within thirty (30) days of its receipt of notice of the applicable suit, action, investigation, claim or proceeding, and (ii) such assumption by the Indemnifying Party shall conclusively establish for purposes of this Agreement that the claims made in the proceeding are within the scope of and subject to indemnification hereunder. In the event the Indemnified Party reasonably determines that it is reasonably likely that there will be additional or differing legal defenses among the parties with respect to the matters to be indemnified against or that the interests of the parties will differ in the defense of such matter or matters, the Indemnified Party may, upon written notice to the Indemnifying Party, participate with the Indemnifying Party in the defense of such matter with separate counsel reasonably satisfactory to the Indemnifying Party or, at the option of the Indemnifying Party, assume the defense of such matter, in each event at the Indemnifying Party's expense. If the Indemnified Party is defending against the relevant suit, action, claim, investigation or proceeding, the Indemnifying Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but except as described above the Indemnifying Indemnified Party shall be entitled to control the defense unless otherwise determined by the Indemnified Party has relieved or if the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Indemnified Party fails to assume defense of the matter. . (b) In the event the Indemnifying Indemnified Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Indemnifying Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof thereof, and recover the reasonable cost thereof from the Indemnifying Party shall pay all costs thereof, including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified PartyParty under this Section 9.7(b), the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such mattersmatters under this Section 9.7(b), the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon Subject to the terms of this Agreement, upon receipt of the notice, the Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that (i) within thirty (30) days after the Indemnified Party has given notice of any matter the Third Party Claim the Indemnifying Party acknowledges in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages, and does not seek statutory, enhanced or treble damages or an injunction or other equitable relief, (iv) Losses are reasonably expected not to exceed the amount for which indemnification might the Indemnifying Party is liable hereunder, (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party or have a material adverse effect on the Indemnified Party, (vi) the Third Party Claim does not involve a supplier, franchisee, customer, distributor, licensor, licensee, lessor or insurer of the Company or any Affiliate thereof or a Governmental Entity, (vii) the Third Party Claim does not involve a class action lawsuit, and (viii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and the Third Party Claim does not involve a criminal matter. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third Party Claim and permit the Indemnified Party to participate in the defense of the Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be claimed by at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (1) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (2) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be entitled liable for the reasonable fees and expenses of counsel to defend, contest or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless each jurisdiction for which the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party determines counsel is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity thereforrequired. If the Indemnifying Party undertakes elects not to or is not entitled to defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such mattersThird Party Claim, the Indemnified Party shall notmay, so long as the Indemnifying subject to Section 10.6(c), pay, compromise, defend such Third Party does not abandon the defense thereofClaim and seek indemnification for any and all Damages based upon, be entitled arising from or relating to recover from the Indemnifying such Third Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying PartyClaim.

Right to Defend. Upon receipt of notice of If the facts giving rise to any matter such claim for which indemnification might be claimed involve any actual or threatened claim or demand by an any third party against the Indemnified Party, the Indemnifying Party shall be entitled (without prejudice to defend, contest or otherwise protect against any such matter at its own cost and expense, and the right of the Indemnified Party must cooperate to participate in any the defense of such claim or demand at its expense through counsel of its own choosing) to assume the defense of such claim or other action. The demand in the name of the Indemnified Party shall have at the right, but not the obligation, to participate at its own Indemnifying Party's expense in defense thereof by and through counsel of its own choosing, but which counsel shall be reasonably satisfactory to the Indemnified Party, if it gives written notice to the Indemnified Party within sixty (60) days after receipt of the Notice of Claim that the Indemnifying Party be entitled intends to control assume the defense unless of such claim and acknowledges its liability to indemnify the Indemnified Party has relieved the Indemnifying Party for any losses resulting from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereofclaim; provided, however, that the Indemnified Party must send a written notice to if the Indemnifying Party does not elect to assume the defense of any such proposed settlement or compromiseclaim, which settlement or compromise then (a) the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement participate in the defense of such claim or compromise over demand at its expense through counsel of its own choosing, provided the objection Indemnified Party shall control the defense of such claim, (b) the Indemnified Party may settle any such claim without the consent of the Indemnifying Party; provided, that if (i) however, the Indemnifying Party is contesting may not settle any such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with without the prior written consent of the Indemnified Party; and (c) Section 9.5 hereof shall be inapplicable. Whether or not the Indemnifying PartyParty does choose to so defend such claim, the parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be requested in connection therewith. To the extent Parent or Surviving Corporation is the Indemnified Party for any actual or threatened claim or demand by any third party, Parent and Surviving Corporation shall have the right to control the prosecution of any counterclaim or right related to such a claim or demand, provided that Parent and Surviving Corporation agree to reasonably cooperate with the Company or the Shareholders with respect to the prosecution of such counterclaim or right.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter suit, action, investigation, claim or proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; , provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten thirty (1030) days of receipt of such notice. Failure to reject such notice within such ten thirty (1030) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity indemnity. therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party.

Right to Defend. Upon receipt If any claim is brought against a Party, then the other Party shall be entitled to participate in, and, unless a conflict of notice interest between the Parties may exist with respect to such claim, assume the defense of such claim, with counsel reasonably acceptable to the Indemnitee in accordance with this Section 24.5. An Indemnitee shall provide Notice to the Indemnifying Party, within thirty (30) Days after receiving Notice of the commencement of any matter for legal action or of any claims or threatened claims against such Indemnitee in respect of which indemnification might may be claimed sought pursuant to the foregoing provisions of this Article 24 or any other provision of this Agreement providing for an indemnity (such notice, a “Claim Notice”). The Indemnitee's failure to give, or tardiness in giving, such *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Claim Notice will reduce the liability of the Indemnifying Party only by an Indemnified the amount of damages attributable and prejudicial to such failure or tardiness, but shall not otherwise relieve the Indemnifying Party from any liability that it may have under this Agreement. If the Indemnifying Party assumes the defense, the Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the defense of such claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnifying Party agrees otherwise; provided that if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnifying Party, the Indemnifying Party shall be entitled to defend, contest or otherwise protect against any such matter at its own cost requires that the same counsel represent both the Indemnitee and expensethe Indemnifying Party, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof representation of both parties by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matter, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against the same and make any compromise counsel would be inappropriate due to actual or settlement thereof and recover potential differing interests between them, then the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party Indemnitee shall have the right to effect a settlement or compromise over retain its own counsel at the objection cost and expense of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes does not assume the defense of the Indemnitee, does not diligently prosecute such defense, or if a conflict precludes counsel for Indemnifying Party from providing the defense, then the Indemnitee shall have the absolute right to control the defense of such mattersclaim and the fees and expenses of such defense, including reasonable attorneys' fees of the Indemnified Party Indemnitee's counsel, reasonable costs of investigation, court costs and other costs of suit, arbitration, dispute resolution or other proceeding, and any reasonable amount determined to be owed by Indemnitee pursuant to such claim, shall notbe borne by the Indemnifying Party, so long as provided that the Indemnifying Party does shall be entitled, at its expense, to participate in (but not abandon the control) such defense thereof, be entitled to recover from and the Indemnifying Party shall reimburse the Indemnitee on a monthly basis for such costs and expenses. Subject to all of the foregoing provisions of this Section 24.5 as between the Parties, the Indemnifying Party shall control the settlement of all claims, in coordination with any legal insurer as required under the applicable insurance policies in Article 23 as to which it has assumed the defense; provided that to the extent the Indemnifying Party, in relation to such insurer, controls settlement: (a) such settlement shall include a dismissal of the claim and an explicit release from the party bringing such claim or other expenses subsequently incurred by proceedings of all Indemnitees; and (b) the Indemnified Indemnifying Party shall not conclude any settlement without the prior approval of the Indemnitee, which approval shall not be unreasonably withheld or delayed; provided further that except as provided in connection with the preceding sentence concerning the Indemnifying Party's failure to assume or to diligently prosecute the defense thereof other than of any claim, no Indemnitee seeking reimbursement pursuant to the reasonable costs of investigation undertaken by the Indemnified Party with foregoing indemnity shall, without the prior written consent of the Indemnifying Party, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim, suit, investigation or proceeding for which indemnity is afforded hereunder unless such Indemnitee reasonably believes that the matter in question involves potential criminal liability against such Indemnitee. Other than as provided in this Section 24.5, Indemnifying Party shall not settle any claim without the prior written approval of the Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. The Indemnitee shall provide reasonable assistance to the Indemnifying Party when the Indemnifying Party so requests, at the Indemnifying Party's expense, in connection with such legal action or claim, including executing any powers-of-attorney or other documents required by the Indemnifying Party with regard to the defense or indemnity obligations.

Right to Defend. Upon receipt of notice of any matter suit, action, investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defenddefend against such suit, contest action, investigation, claim, or otherwise protect against any such matter proceeding at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own 20 expense in defense a defence thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect defend in a timely manner against any mattersuch suit, action, investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest contest, or otherwise protect against the same and make any compromise or settlement thereof and recover the reasonable entire cost thereof from the Indemnifying Party includingParty, without limitation, including reasonable attorneys' fees, disbursements fees and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, . In the event that the Indemnified Party must send a written notice to the Indemnifying Party of any such proposed settlement or compromise, which settlement or compromise the Indemnifying Party may reject, in its reasonable judgment, within ten (10) days of receipt of such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such claim in good faith or (ii) the Indemnifying Party has assumed the defense from the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense defence of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense defence thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior written consent of the Indemnifying Party. No settlement to be entered into by the Indemnified Party or the Indemnifying Party shall be executed unless the terms thereof include an unconditional release of the other party unless the other party consents thereto.

Right to Defend. Upon The Indemnifying Party shall have the obligation to assume the defense or settlement of any third-party claim, suit, action or proceeding in respect of which indemnity may be sought hereunder; provided, however, that the Indemnified Party shall at all times have the right, at its option, to participate fully therein; (ii) the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party's defense and to make available to the Indemnifying Party and its counsel (at the Indemnifying Party’s expense) such books, records and other documents and information within the Indemnified Party’s direct or indirect control that are reasonably necessary or appropriate for such defense (in the judgment of counsel engaged by the Indemnifying Party), provided that the obligation of the Indemnified Party to make such information and documents available to the Indemnifying Party will not apply to particular documents and information to the extent compliance with such obligation would, in the reasonable opinion of the Indemnified Party’s counsel, (A) result in the loss of attorney-client privilege with respect to applicable such document or information, (B) result in a violation of the Indemnified Party’s then-existing confidentiality obligations to third parties with respect to such document or information or (C) result in a violation of or disclosure obligation under applicable securities laws, unless, in any such case, the Indemnifying Party executes and delivers to the Indemnified Party a written undertaking to maintain the confidentiality of the applicable documents and information in form and substance sufficient to avoid the loss of the attorney-client privilege, the violation of or disclosure obligation under the applicable obligation to a third party, or the violation of securities laws that would otherwise occur; and (iii) if the Indemnifying Party does not proceed diligently to defend the third-party claim, suit, action or proceeding within ten (10) days after receipt of notice of any matter for which indemnification might be claimed by an Indemnified Partysuch third-party claim, the Indemnifying Party shall be entitled to defendsuit, contest action or otherwise protect against any such matter at its own cost and expense, and the Indemnified Party must cooperate in any such defense or other action. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in defense thereof by counsel of its own choosing, but the Indemnifying Party be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter or the Indemnifying Party fails to assume defense of the matter. In the event the Indemnifying Party shall fail to defend, contest or otherwise protect in a timely manner against any matterproceeding, the Indemnified Party shall have the right, but not the obligation, thereafter to defend, contest or otherwise protect against undertake the same and make any compromise or settlement thereof and recover the reasonable cost thereof from the Indemnifying Party including, without limitation, reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof; provided, however, that the Indemnified Party must send a written notice to the Indemnifying Party defense of any such proposed settlement third-party claim, suit, action or compromise, which settlement or compromise the proceeding. The Indemnifying Party may reject, in its reasonable judgment, within ten (10) days shall not make any admission against interest or consent to entry of receipt of any judgment with respect to such notice. Failure to reject such notice within such ten (10) day period shall be deemed an acceptance of such settlement or compromise. The Indemnified Party shall have the right to effect a settlement or compromise over the objection of the Indemnifying Party; provided, that if (i) the Indemnifying Party is contesting such third-party claim in good faith or (ii) the Indemnifying Party has assumed the defense from without the Indemnified Party, the Indemnified Party waives any right to indemnity therefor. If the Indemnifying Party undertakes the defense of such matters, the Indemnified Party shall not, so long as the Indemnifying Party does not abandon the defense thereof, be entitled to recover from the Indemnifying Party any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than the reasonable costs of investigation undertaken by the Indemnified Party with the prior 's written consent of the Indemnifying Partyconsent.